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LOTES Annual Report 2021

Nov 24, 2022

52339_rns_2022-11-24_bffb94c0-b0f9-4a94-9343-ce62ee6782d4.pdf

Annual Report

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Stock Code: 3533

Lotes Co., LTD

2021

Annual Report

Notice to readers

This English version annual report is a translation of the Chinese version. If there is any inconsistency or discrepancy between the English version and Chinese version, the Chinese version shall prevail for all intents and purposes.

Published on May 17, 2022 Enquiry on the annual report: http://mops.twse.com.tw

  1. Information on the Company's spokesperson and acting spokesperson.
Name Title Telephone
Number
E-mail Address E-mail Address
Spokesperson Liu,
Hsing-Hsia
Financial
manager
(02)24331110 [email protected]
Acting
Spokesperson
Tsai,
Ming-Jui
Sales Vice
President
(02)24331110 [email protected]
  1. The name, address, and telephone number of the Company’s headquarters and factories
Name Address Telephone Number
Headquarter No. 15, Wuxun St., Anle Dist., Keelung City (02)24331110
Factory No. 15, Wuxun St., Anle Dist., Keelung City (02)24331110
  1. The name, address, website, and telephone number of the agency handling shares transfer Name: SinoPac Securities Corporation Stock Registration Division

  2. Address: 3F., No. 17, Bo’ai Rd., Taipei City

Website: http://securities.sinopac.com/

Telephone Number: (02) 2381-6288

  1. The name of the certified public accountant who duly audited the annual financial report for the most recent fiscal year, and the name, address and telephone:

  2. Name of Accountants: Li, Fung-Hui, Chung, Tan-Tan

Name of Accounting Firm: KPMG Taiwan

Address: 68F., No. 7, Sec. 5, Xinyi Rd., Taipei City

Website: http://www.kpmg.com.tw Telephone Number: (02) 8101-6666

  1. the name of any exchanges where the company’s securities are traded offshore, and the method by which to access information on said offshore securities: N/A

  2. Company website: http://www.lotes.com.tw

Table of Contents

I. Letters to Shareholders -------------------------------------------------------------------------------------- 1
II. Company Profile ---------------------------------------------------------------------------------------------- 3
III. Corporate Governance Report
5
1. Organization ------------------------------------------------------------------------------------------------ 5
2. Information on Directors, Supervisors, President, Vice President, Associate President, Heads
of departments and branches --------------------------------------------------------------------------------
7
3. Remuneration of Directors, Supervisors, Presidents, and Vice Presidents ------------------------- 16
4. Corporate governance operations ----------------------------------------------------------------------- 25
5. Accountants’ Information --------------------------------------------------------------------------------- 47
6. Transfer or pledge of shares by the company's directors, supervisors, managers and
stockholders with more than 10% of the company's shares --------------------------------------------- 50
7. Relationship among the Top Ten Shareholders -------------------------------------------------------- 51
IV. Capital Overview
52
1. Capital and shares ----------------------------------------------------------------------------------------- 52
2. Issuance of corporate bonds ------------------------------------------------------------------------------ 55
3. Issuance of preferred shares ------------------------------------------------------------------------------ 56
4. Issuance of global depository receipts ------------------------------------------------------------------ 56
5. Employee subscription warrants ------------------------------------------------------------------------- 56
6. Restriction on issuning of new employee option ------------------------------------------------------ 57
7. Share issuance of merger company --------------------------------------------------------------------- 57
8. Share issuance of merger company --------------------------------------------------------------------- 57
V. Overview of Business Operations
58
1. Description of the business ------------------------------------------------------------------------------- 58
2. Overview of market, production and sales ------------------------------------------------------------- 62
3. Employee information ------------------------------------------------------------------------------------ 68
4. Disbursements for environmental protection ---------------------------------------------------------- 68
5. Labor relations --------------------------------------------------------------------------------------------- 69
6. Information Security Management ---------------------------------------------------------------------- 69
7. Important contracts ---------------------------------------------------------------------------------------- 70
VI. Overview of Financial Status
71
1. A condensed balance sheet and statement of comprehensive income for the last five years
with the name of the accountant and his or her audit opinion ------------------------------------------ 71
2. Five-year financial analysis ------------------------------------------------------------------------------ 74
3. Audit Report of Audit Committee for the Financial Statements ------------------------------------- 77
4. Financial Statements and Independent Auditor’s Report --------------------------------------------- 78
5. Consolidated Financial Statements and Independent Auditor’s Report ---------------------------- 144
VII. Review Analysis of Financial Position and Operating Performance and Risk Issues
210
1. Financial position ------------------------------------------------------------------------------------------ 210
2. Operating performance ----------------------------------------------------------------------------------- 211
3. Cash flow --------------------------------------------------------------------------------------------------- 212
4. The impact of major capital expenditures in the most recent year on financial operations
------------------------------------------------------------------------------------------------------------------- 212
5. The main reasons for the most recent annual reinvestment policy and profit or loss,
improvement plans and investment plans for the coming year -----------------------------------------212
6. Analyze and assess the following risks for the most recent year and up to the date of
publication of the annual report ----------------------------------------------------------------------------213
7. Other important matters ---------------------------------------------------------------------------------- 214
VIII. Special Disclosure
215
1. Related information of affiliates ------------------------------------------------------------------------- 215
2. Private Placement Securities in the Most Recent Years ---------------------------------------------- 221
3. The Shares in the Company Held or Disposed of by Subsidiaries in the Most Recent Years --- 221
4. Other items of description which needs to be supplemented ---------------------------------------- 221
IX. Any event that had a material impact on the rights of shareholders or the prices of securities
provided in Clause 2, Paragraph 3, Article 36 of the Securities and Exchange Act occurred ------221

I. Letters to Shareholders

1. 2021 Report on business operations

(1) Letters to Shareholders

Consolidated revenue for 2021 was NT$21,391 million, a 23.71% increase over revenue of NT$17,291 million for 2020. Consolidated net income was NT$3,472 million, a 27.08% increase over net income of NT$2,732 million for 2020, translating into earnings per share of NT$33.32.

In 2021, the global economy continued to be affected by the epidemic of COVID-19, causing extreme uncertainty in the global economic outlook and impacting the operations of the Company's industry. However, due to the gradual increase in the conversion rate of new-generation server and desktop CPU platforms and the results of the Company's active investment in new products and new customer development, the Company was able to achieve stable revenue growth in 2021 and set a new revenue record since its establishment. In terms of profitability, although there was the continuous rise of raw material prices in global markets, the increase in the scale of operations, new product penetration and improved production efficiency made the Company's profitability in 2021 increased by 27.08% compared to 2020, and the earnings per share after tax reached a high level of NT$33.32.

  • (2) Operating plan implementation results and profitability analysis

  • a. Operating plan implementation results

Unit: NT$ thousands Unit: NT$ thousands Unit: NT$ thousands Unit: NT$ thousands
Item 2021 2020 Increased
(decreased) amount
Increased
(decreased)
proportion
Operating revenues 21,391,916
17,291,332

4,100,584

23.71%
Operating costs 12,834,611
10,361,137
2,473,474
23.87%
Gross profit 8,557,305 6,930,195 1,627,110 23.47%
Net income after tax for the
period
3,472,201
2,732,361

739,840

27.08%

b. Financial income and expenditure and profitability analysis

Item Item 2021 2020
Profitability
(%)
Return on total assets 15.29 15.44
Return on total shareholders’ equity 22.87 21.58
Percentage to
the paid-in
capital
Operatingincome 411.33 358.30
Net income before tax 428.40 354.66
Net profitmargin 16.23 15.80
Earnings pershare aftertax 33.32
26.41

c. Research and development status

In order to continue to provide customers with high quality products, the Company continues to improve the level of technology and energy in the areas of design, process, quality control and testing, and continues to achieve high growth goals, and has spared no effort in the development of new products to develop small pitch, high density connectors. Recently, in order to meet the future market trend of high-speed connectors, the Company has been actively engaged in high-current and high-frequency connector analysis and development capabilities to meet market demand. In addition, in order to expand our product line and market size, we have successfully developed connectors for high-frequency servers, automobiles, high-speed transmission devices and the latest transmission interface Type-C, etc.

  1. 2021 Operating plan and outlook

  2. (1) Management plan

  3. a. Management policy

  4. 1) To strengthen market linkages between the three markets on both sides of the Strait and coordinate capacity allocation so as to fully grasp market changes and demand.

  5. 2) To strengthen the research and development team, continuously develop new products and improve the technical level to enhance the company's core technical capabilities in order to build a competitive advantage.

  6. 3) To integrate the Group's resources and improve production and management capabilities to reduce production costs and enhance operational efficiency.

  7. b. Important marketing and production policies

  8. 1) To strengthen customer relationship management to enhance competitive efficiency, and to actively maintain close relationships with major international manufacturers.

  9. 2) To provide customers with diversified products and services, the company adopts a customer-oriented approach and stays close to market leading manufacturers.

  10. 3) To improve the efficiency of factory management and the division of labor between domestic and overseas factories, and to strengthen the inventory management capability to effectively control production costs and enhance the

1

production and sales mechanism.

(2) Outlook for the future

Looking into the future, the Company will continue to face a highly competitive market and a dynamic economic environment. However, in addition to strengthening close cooperation with customers, the Company will continue to develop and improve its existing products and adopt a diversified strategy to enhance market sensitivity by maintaining good cooperation with international professional manufacturers, in order to fully grasp the development trend of new products and research and develop niche products. The Company aims to enhance its competitive edge in the industry and to achieve its operating objectives smoothly, thereby continuously creating maximum value for shareholders.

Best wishes,

Chairperson: Chu, Te-Hsiang President: Ho, Te-Yu Accounting Manager: Liu, Hsing-Hsia

2

II. Company Profile

  1. Date of incorporation: August 23, 1986

  2. Company history

1986 The Company was founded in Wugu Dist., New Taipei City; with total capital of 5 million
New Taiwan Dollars; engaged in the manufacturing, processing and trading of various
terminals and their finishedproducts.
1989 Being aware of the electronics industry’s future, the Company began to manufacture/design
electronic connectors and other related electronicproducts.
1992 Moved to Dawulun Industrial Park,Keelungcity.
1997 ISO9002 certified;Certified and taken effect of UL certification in the sameyear.
1998 Capital increased by cash, total capital was twenty-five million New Taiwan Dollars
(NTD25,000,000).
2002 ISO9001:2000 certified.
2003 Invested factoryin Guanghou-Lotes Guanghou Co.,Ltd
2004 Guanghou factory-Lotes Guanghou Co., Ltd was certified and taken effect of ISO 14001.
LOTES connectors received ASUS “Environmental Management System “certification.
CPU Socket 478 received Intel certification.
Invested factory in Suzhou-Lotes Suzhou Co., Ltd
Suzhou factory-Lotes Suzhou Co., Ltd was certified and taken effect of ISO 9000.
The Company increased capital by cash, increasing total capital to four hundred ninety-five
million New Taiwan Dollars(NTD 495,000,000).
2005 Lotes Suzhou Co., Ltd was certified and taken effect of ISO 9001:2000.
The Company converted surplus into capital, increasing total capital to five hundred
twenty-three million and two hundred thousand New Taiwan Dollars(NTD 523,200,000)
2006 The Company converted surplus into capital and increased capital by cash, increasing total
capital to five hundred ninety-one million and six hundred sixty thousand New Taiwan
Dollars (NTD 591, 660,000).
Approved by Securities and Futures Bureau, Financial Supervision Commission of the
Executive Yuan to pass public offering.
Approved byTaipei Exchange to register as emergingstock.
2007 The Company converted capital reserves and surplus into capital, increasing total capital to
six hundred thirty-eight million and two hundred thousand New Taiwan Dollars (NTD
638,200,000).
Approved by Taiwan Stock Exchange to register as listed company.
The Company increased capital by cash, increasing total capital to seven hundred eleven
million and seven hundred fortythousand New Taiwan Dollars(NTD 711,740,000).
2008 The Company converted surplus into capital, increasing total capital to seven hundred
sixty-two million three hundred twenty-seven thousand New Taiwan Dollars (NTD 762,
327,000).
Received Intel’s Preferred Quality Supplier (PQS) award
2009 The Company converted employee stock option certificate to capital, increasing total capital
to seven hundred seventy-one million and forty-one thousand New Taiwan Dollars (NTD
771,041,000).
2010 The Company increased capital by cash, increasing total capital to nine hundred thirty-one
million and forty-one thousand New Taiwan Dollars(NTD931,041,000).
2011 The Company converted employee stock option certificate to capital, increasing total capital
to nine hundred thirty-four million and seven hundred seventy-nine thousand New Taiwan
Dollars(NTD 934,779,000).

3

2012 The Company’s subsidiary, Lintes Technology, had successfully developed Thunderbolt
high-speed active transmission cable series products. By passing Intel and Apple’s
techconology qualification, Lintes Techonology became the second professional
manufacturer receiving the Intel Thunderbolt technology certification and manfacture
Thunderbolt cables.
2013 CPU Socket--LGA 2011Pin R0 socket received Intel certification.
CPU Socket-- LGA 2011Pin R1 ILM & BP received Intel certification.
2014 Successfully developed HP Smart Socket ILM
Joined USBIF to develop a new generation of high speed transmission device, USB Type C
2015 Developed Intel next generation server product, skt P PHLM
Received Sanodenki ’s Quality Supplier award.
Became qualified supplier for Samsung Mobile Communications business division.
2016 CPU Socket--LGA3674 PHLM for the next generation servers received Intel certification.
Lotes Guanghou was certified AS9100C: Quality Management Standard for Aviation,
Space,and Defense Industries.
2018 The Company’s subsidiary, Lintes Technology’s 40Gb Thunderbolt 3 passive 0.7M cable
received Intel certification.
2019 The Company’s subsidiary, Lintes Technology was approved by Taipei Exchange to
register as listed emerging stock company.
The Company increased capital by cash, increasing total capital to one thousand thirty-one
million and forty-one thousand New Taiwan Dollars(NTD 1,031,041,000).
2020 The Company’s subsidiary, Lintes Technology was approved by Taiwan Stock Exchange to
register as listed company.
The Company implemented the Enterprise Resource Management (ERP) system, SAP ERP,
and went live on 1/7.
DDR5 certified by DETEC Association.
USB4.0 & Thunderbolt Jan4 certified by USB-IF Association.
2021 CPU Socket-Whitley Socket for the next generation servers received Intel certification.

4

III. Corporate Governance Report

I. Organization

  • (1) Organizational chart

==> picture [472 x 256] intentionally omitted <==

----- Start of picture text -----

Board of
Directors
Auditor’s
Office
General
Manager
General Manager’s
Office
Management Dept. Administration Dept Finance Dept. Sales Dept. R&D Dept. Manufacturing Dept. QA Dept. IT Dept. Legal Affair Dept.
----- End of picture text -----

(2) Businesses operated by each major department:

Department Functions
General Manager 1. By the resolution of the Board of Directors, is responsible to all shareholders.
2. Overall planning for the Company and its developing direction.
3. Determine organizational structure.
4. Approve and sign off the Company’s major decisions and contracts.
5. Draw up quality policies/quality goals.
General Manager's
Office
1. Assist General Manager in the execution of the overall planning.
Auditing Office 1. Exam and evaluate the integrity, rationality and validity of the Company's internal control
system.
Financial &
Administrative
Department
1. Manage recruitment operations, and personnel information and attendance
2. Plan and execute employee training.
3. Manage miscellaneous affairs.
4. Manage office equipment maintenance and logistics affairs.
5.Human resourcesmanagementfor foreignaffiliated companies.
Finance Department 1. Provide relevant financial and management statements for external users and internal
managers
2. Plan and execute annual budget.
3. Raise,operate,and allocate funds.
Finance Department 4. Prepare and analyze daily accounting, tax and financial statements.
5. Reimburse the Company’s various expenses
6. Evaluate the Company’s business performance and perform cost analysis.
7. Raise and allocate funds for foreign affiliated companies.
Sales Department 1. Expand markets.
2. External product quotations, correspondence and customer reception.
3. Operate order receiving, modifying and invoicing.
4. Collaborate with relevant departments to ensure delivery. Consult with clients if delivering
on time is unachievable.
5. Customer information organization and customer service.

5

Department Functions
Research &
Development
Department
1. Responsible for the design and execution of newly developed products or tooling.
2. Manage and communication design changes.
3. Confirm toolingmade.
Manufacturing
Department
1. Production of plastic products: Manufacture products’ plastic parts, design and modify
plastic injection tooling and jigs, maintain on-site equipment, and manage material.
2. Production of stamping products: Responsible for the manufacture of terminals, the design
and modification of stamping dies and jigs, the maintenance of on-site equipment, and
material management.
3. Responsible for leading supplier management: Procure and manage material, equipment
and daily consumables; Production planning and control.
4. Stock management of stock materials, semi-finished products and finished product:
Manage and optimize production efficiency and process capability.
5. Procurement on behalf of foreign affiliated companies.
Quality Control
Department
1. Product quality system control
2. Correction and preventive measures for defective products.
3. Handle customer complaint.
4. Inspect purchased products, self-produced products, finished products and raw material.
5. Counsel suppliers, inspect and monitor the process of incoming materials, manufacturing
and shipping.
IT Department 1. Maintenance of network system
2. Maintenance of software/hardware equipments
3. Maintenance of system
4.Planning and executionof informationsystem.
Legal & Intellectual
Property Office
1. Patent affairs
2. Legal affairs
3. Intellectual property affairs
Business
Management
Department
1. Responsible for oversea production quality control, delivery business expansion, customer
services, customer/supplier relationship maintenance and improvement.
2. Operationplanningand analysis ofgroupaffiliated businesses.

6

II. Information on Directors, Supervisors, President, Vice President, Associate President, Heads of departments and branches

(1). Information on Directors and Supervisors

April 19,2022 April 19,2022 April 19,2022
Title Nationality
/ Country
of Origin
Name Gender
Age
Date
elected
Term
(year)
First
Election
Date
Shareholding when
Elected
Current Shareholding Spouse & Minor
Shareholding
Shareholding by
Nominee
Arrangement
Experience
(Education)
Other Position Executives, Directors or Supervisors
who are spouses or within two
degrees of kinship
Remarks
Shares % Shares % Share
s
% Share
s
% Title Name Relation
Chairman R.O.C. Jiaming
Investment
Co., Ltd.
Representa
tive:
Chu,
Te-Hsiang
Male
51-60
July 16, 2021 3 93.10 10,040,037 9.70% 9,797,037 9.23% 0 0 0 0 Taishan Senior High
School/ Mechanical
Department;
Lotes Co.,
Ltd./Chairperson
Lotes Co., Ltd./Chairperson
Jiaming Investment Co.,
Ltd./Chairperson
Jinling Investment Co.,
Ltd./Supervisor
LOTES INVESTMENT
LTD./Chairperson
Lotes Suzhou Co., Ltd./Chairperson
Lotes Guangzhou Co., Ltd./Vice
Chairperson
Jiayu Investment Co., Ltd./Chairperson
Ememe Robot Co., Ltd./Chairperson
Lintes Technology Co.,
Ltd./Chairperson
Dechuan Investment Co.,
Ltd./Chairperson

Associate
President's
office
Chu Chen,
Yi-Hui
Spouse
President Ho, Te-Yu Brother
Director R.O.C. Jiaming
Investment
Co., Ltd.
Representa
tive:
Ho, Te-Yu
Male
51-60
July 16, 2021 3 October,
2004
10,040,037 9.70% 9,797,037 9.23% 0 0 0 0 Chung-Pu Junior
High School
Northern
Occupational
Training
Council/Department
of Die Molding
Panyu Deyi
Ltd./President
Lotes Co., Ltd./President
Jinling Investment Co.,
Ltd./Chairperson
Dunlin Investment Co.,
Ltd./Chairperson
LOTES INVESTMENT LTD./Director
Lotes Guangzhou Co.,
Ltd./Chairperson
Lotes Guangzhou Dezhi Co.,
Ltd./Chairperson
Tsongkha Technology (Shenzhen )
Co., Ltd./Director
Lotes Suzhou Co., Ltd./Vice
Chairperson
Lotes Hengnan Co., Ltd./Chairperson
Lotes Hengnan Dezhi Co.,
Ltd./Chairperson
Lintes Technology Co., Ltd./Director
Jiayu Investment Co., Ltd./Director
Lotes Zhongshan Co., Ltd./Director

Chairperso
n
Chu,
Te-Hsiang
Brothers
Director R.O.C. Hsieh,
Chia-Ying
Male
41-50
July 16, 2021 3 June, 2013 0 0 0 0 0 0 0 0 National Taiwan
University/Master of
Business
Administration
National Taiwan
University/B.S. in
Electrical
Engineering
Realtek
Semiconductor
Corp./Executive
Assistant to the
President
Communicator
Venture Management
Inc./Vice President
MIS Joint
International Co.,
Ltd./Vice President
Leltek Inc./Director
Total Fortune Capital
Limited/Executive Director
Sunplus Innovation Technology
Inc./Independent Director
Tyntek Corporation/Independent
Director
None None None

7

Director R.O.C. Chu,
Chien-Chu
ng
Male
41-50
July 16, 2021 3 July 16,
2021
0 0 0 0 0 0 0 0 National Taiwan
University/PhD in
Electrical
Engineering
Mega Venture
Capital Co.,
Ltd./Investment
Review Committee
Member
Department of
Electronic and
Computer
Engineering,
National Taiwan
University of Science
and
Technology/Adjunct
Associate Professor
TWSE/Listed
Company Review
Committee Member
Department of
Business
Administration,
NTU/Adjunt Practice
Teacher
Texas Instruments
Taiwan Ltd./Senior
Application Engineer
NTU School of
Professional
Education and
Continuing
Studies/Adjunct
Chair Professor

Ansforce Inc./Founder and CEO
Graduate Institute of Technology,
Innovation & Intellectual Property
Management, National Chengchi
University/Adjunct Assistant Professor
None None None
Independe
nt Director
R.O.C. Wang,
Jen-Chun
Female
41-50
July 16, 2021 3 July 16,
2021
0 0 0 0 0 0 0 0 University of
Pennsylvania/PhD in
Law
Clerk Division for
the Grand Justices at
the Judicial
Yuan/Assistant to the
Grand Justices
Tsar and Tsai Law Firm/Partner None None None
Independe
nt Director
R.O.C. Chiang,
I-Cheng
Male
51-60
July 16, 2021 3 July 16,
2021
0 0 0 0 0 0 0 0 University of
Delaware/PhD in
Mechanical
Engineering
Taiwan Aerospace
Corp./Senior
Engineer
Taiwan High Speed
Rail
Corporation/Project
Manager
Department of
Mechanical
Engineering, Chinese
Culture
University/Assistant
Professor, Associate
Professor, Professor
and Department
Director
Chinese Culture
University/Universit
y Affairs
Development
Committee Member
Department of Mechanical
Engineering, Chinese Culture
University/Professor
None None None

8

==> picture [816 x 283] intentionally omitted <==

----- Start of picture text -----

Drexel Deashine CPA Firm/CPA
University/MBA High-Tek Harness Enterprise Co.,
Ltd./Independent Director
Ding Shuo Certified Nanoplus Limited (Cayman) Taiwan
Public Accountants Branch/Independent Director
Taipei Branch/Chief Innovation Incubation Center, National
CPA Taipei University of
Ding Shuo Certified Technology/Counselor
Public Academia-Industry Collaboration and
Accountants/Partner Technology Licensing Center, National
CPA Taiwan Ocean University/Counselor
Department of
International
Business, National
Taipei University of
Business /Adjunct
Lecturer
Public Service
Pension Fund
nt Director Independe R.O.C. Chang-HsiWu, u Female 41-50 July 16, 2021 3 July 16, 2021 0 0 0 0 0 0 0 0 Management Board/ Clerk of Department of Foreign Affairs
National Taxation
Bureau of the
Southern Area
Minxiong
Office/Clerk of Tax
Affairs
Department of
Accounting and
Information
Technology, National
Chung Cheng
University/Adjunct
Lecturer
Deloitte
Taiwan/Deputy
Group Leader
KPMG
Taiwan/Auditor
----- End of picture text -----

9

Director and Supervisor are corporate shareholders' representatives; the major shareholders of the corporate shareholders are: April 19, 2022


are:

are:

April 19,2022

April 19,2022

April 19,2022
Name of Corporate Shareholder Major Shareholders of Corporate Sharholder
Jiaming Investment Co., Ltd. Chu, Te-Hsiang (24.44%), Chu-Chen, Yi-Hui (28.88%), Chu, Pei-Hsuan
(15.56), Chu, Yen-Ni (15.56%), Chu, Ching-Fu (15.56%)
Expertise andindependence oftheDirectorand Supervisor:
Term
Name
Professional qualifications and experiences Compliance with independence circumstances Number of
other public
companies
that the
person also
served as
independent
directors
Chairperson
Chu,
Te-Hsiang
With more than 30 years of experiences in the
R&D and manufacturing of connectors, and
business administration.
No circumstances specified in Article 30 of
the CompanyAct.
No
Director
Ho, Te-Yu
With more than 30 years of experiences in the
R&D and manufacturing of connectors, and
business administration.
No circumstances specified in Article 30 of
the CompanyAct.
No
Director
Hsieh,
Chia-Ying
With the profession and experiences in
engineering and business administration.
Worked as an independent director of the
Company.
Currently serves as a director of Leltek Inc,
the Executive Director Total Fortune Capital
Limited, and an independent director of
Sunplus Innovation Technology Inc.
No circumstances specified in Article 30 of
the Company Act.
2
Director
Chu,
Chien-Chung

With the profession and experiences in
engineering and business administration.
Currently serves as the Founder and CEO of
Ansforce Inc., and the Adjunct Assistant
Professor,
Graduate Institute of Technology, Innovation
& Intellectual Property Management, National
Chengchi University.
No circumstances specified in Article 30 of
the Company Act.
No
Independent
Director
Wang,
Jen-Chun
With the educational attainment and
profession of law.
A lawyer and patent attorney in R.O.C. and a
lawyer in New York, U.S.
Currently serves as a Partner at Tsar and Tsai
Law Firm.
No circumstances specified in Article 30 of
the Company Act.
Being independent as an independent director.
The said person, including but not limited to the
spouse and/or the second degree relatives of the said
person, is not a director, supervisor or employee of
the Company or any of its affiliates.
The said person, including but not limited to the
spouse and/or the second degree relatives of the said
person, does not hold any share of the Company and
is not a director, supervisor or employee of company
that has certain relationship with the Company.
The said person, including but not limited to the
spouse and/or the second degree relatives of the said
person, does not receive any remuneration for
business, legal, financial and accounting services
provided for the Company or its affiliates in the last
two years.












No

10

Independent
Director
Chiang,
I-Cheng
With the educational attainment and
profession of mechanical engineering.
Currently serves as a professor at the
Department of Mechanical Engineering,
Chinese Culture University.
Serves as the covenor of the Remuneration
Committee of the Company.
No circumstances specified in Article 30 of
the Company Act.
Being independent as an independent director.
The said person, including but not limited to the
spouse and/or the second degree relatives of the said
person, is not a director, supervisor or employee of
the Company or any of its affiliates.
The said person, including but not limited to the
spouse and/or the second degree relatives of the said
person, does not hold any share of the Company and
is not a director, supervisor or employee of company
that has certain relationship with the Company.
The said person, including but not limited to the
spouse and/or the second degree relatives of the said
person, does not receive any remuneration for
business, legal, financial and accounting services
provided for the Company or its affiliates in the last
two years.












No
Wu,
Chang-Hsiu
With the educational attainment and
profession of accounting.
A CPA in R.O.C., a CPA, agent ad litem for
tax affairs, patent and trademark affairs, a
corporate sustainability manager, Accredited
in Business Valuation in Pennsylvania, U.S.
Currently serves as a CPA at Deashine CPA
Firm.
Serves as the covenor of the Audit Committee
of the Company.
No circumstances specified in Article 30 of
the Company Act.
Being independent as an independent director.
The said person, including but not limited to the
spouse and/or the second degree relatives of the said
person, is not a director, supervisor or employee of
the Company or any of its affiliates.
The said person, including but not limited to the
spouse and/or the second degree relatives of the said
person, does not hold any share of the Company and
is not a director, supervisor or employee of company
that has certain relationship with the Company.
The said person, including but not limited to the
spouse and/or the second degree relatives of the said
person, does not receive any remuneration for
business, legal, financial and accounting services
provided for the Company or its affiliates in the last
two years.












2

Board Diversity and Independence:

  1. Board Diversity:

In accordance with Rule 20 of the Company's Code of Corporate Governance Practices, the composition of the Board of Directors shall take into account diversity, except that the number of directors who are also managers of the Company shall not exceed one-third of the total number of directors, and that the Company shall develop an appropriate diversity approach with regard to its operation, business model and development needs, which shall include but not be limited to the following two major criteria.

  • (1) Basic qualifications and values: gender, age, nationality and culture, etc.

  • (2) Professional knowledge and skills: professional background (e.g. law, accounting, industry, finance, marketing or technology), professional skills and industry experience, etc.

Board members should generally possess the knowledge, skills and qualities necessary to carry out their duties. To achieve the desired objectives of corporate governance, the Board as a whole should possess the following competencies.

  • (1) Ability to make operational judgments.

  • (2) Ability to perform accounting and financial analysis.

  • (3) Ability to conduct business administration.

  • (4) Ability to conduct crisis management.

  • (5) Knowledge of the industry.

  • (6) International market perspective.

  • (7) Ability to lead.

  • (8) Ability to make policy decisions.

The composition of the Board of Directors should take into account the diversity of its membership and develop an appropriate diversity approach in relation to its operations, business model and development needs. The Company will re-elect its directors and independent directors and establish an audit committee at the 2021 Annual General Meeting. The current seven Board members, three of whom are independent, possess the knowledge, skills and qualities necessary to carry out their duties and have the necessary experience and expertise in accounting, legal, financial, commercial or corporate business respectively.

The Company also places emphasis on gender parity in the composition of the Board, with a target of 25% or more female directors, and currently has 7 directors, including 2 female directors, representing 29%.

The diversity of the Board is shown in the table below: The Board conducts regular performance reviews annually and recognises the diversity and suitability of its members.

[Background of Diversification]

Basic Information

Background Experience

11

Item
Name
Gender Employee
of the
Company
Age Age Accounting Law Finance Technology Professional
(Professor/
lawyer/
CPA)
Business
Administrat
ion
R&D,
Manufaturi
ng

Investing
41-50 51-60
Chairperson
Chu,Te-Hsiang
Male
Director Ho,
Te-Yu
Male
Director Hsieh,
Chia-Ying
Male
Director Chu,
Chien-Chung
Male
Independent
Director Wang,
Jen-Chun
Female
Independent
Director
Chiang,
I-Cheng
Male
Independent
Director Wu,
Chang-Hsiu
Female

[Diversity Core Items]

[Diversity Core Items]
Item
Name
Diversity Core Items
Operational
judgment
Accounting
and
financial
analysis
Business
administration
Crisis
management
Knowledge
of the
industry
International
market
perspective
Ability
to lead
Ability
to make
policy
decisions
Chairperson
Chu,
Te-Hsiang
V V V V V V V
Director Ho,
Te-Yu
V V V V V V V
Director
Hsieh,
Chia-Ying
V V V V V V V V
Director
Chu,
Chien-Chung
V V V V V V V V
Independent
Director
Wang,
Jen-Chun
V V V V V V V
Independent
Director
Chiang,
I-Cheng
V V V V V V V
Independent
Director Wu,
Chang-Hsiu
V V V V V V V V

2.Independence of the Board.

  • (1) The Company has 3 independent directors, accounting for 42.86% of the total 7 seats on the Board. The independent directors are independent in the following circumstances.

  • None of them, including but not limited to himself/herself, his/her spouse, his/her second degree of kinship, etc., is a director, supervisor or employee of the Company or its affiliated companies.

  • Neither the person, nor the spouse, nor a relative within the second degree of consanguinity, etc., holds shares in the Company (or uses the name of another person).

  • None of them is a director, supervisor or employee of a company with a specific relationship with the Company (as stipulated in Article 3, Paragraph 1, Paragraphs 5 to 8 of the Regulations Governing the Establishment and Compliance of Independent Directors of Public Companies).

  • In the last two years, the Company or its affiliates have not provided business, legal, financial or accounting services for which the Company was paid.

  • (2) There are no spousal relationships among the Directors; Chu, Te-Hsiang, Chairman, and Ho, Te-Yu, Director, are brothers in two degrees of consanguinity. In accordance with Article 26-3, Paragraph 3 of the Securities

12

and Exchange Act, no more than half of the Board of Directors of the Company shall be spouses or second degree relatives of the Directors.

  • (3) he Company's Board of Directors was re-elected in 2021 and the Audit Committee replaced the function of the Supervisors and there are no more Supervisors. Therefore, there shall be no relationship between the supervisors or between the supervisors and the directors as described in Article 26-3, Paragraph 4 of the Securities and Exchange Act, and at least one of them shall be a spouse or a relative within two degrees of consanguinity.

13

(2) Information on President, Vice President, Assistant Vice President, Heads of Departments and Branches

April 19, 2022

April 19,2022 April 19,2022 April 19,2022
Title Natio
nality
/
Coun
try of
Origi
n
Name Gender Date
elected
Shareholding Spouse & Minor
Shareholding
Shareholding by
Nominee
Arrangement
Experience (Education) Other Position Managers who are spouse or
consanguineous within two
degrees
Remark
s
Shares % Shares % Shares % Title Name Relation
President R.O.
C.
Ho, Te-Yu Male August 23,
1986
454,108 0.43% 0 0.00% 15,956,237 15.03% Northern Occupational Training
Council/Department of Die
Molding;
Lotes Co., Ltd./President Panyu
Deyi Ltd./President
Jinling Investment Co., Ltd./Chairperson
Dunlin Investment Co., Ltd./Chairperson
LOTES INVESTMENT LTD./Director
Lotes Guangzhou Co., Ltd./Chairperson
Lotes Guangzhou Dezhi Co., Ltd/Chairperson
Tsongkha Technology (Shenzhen ) Co., Ltd./Director
Lotes Suzhou Co., Ltd./Vice Chairperson
Lotes Hengnan Co., Ltd./Chairperson
Lotes Hengnan Dezhi Co., Ltd./Chairperson
Lintes Technology Co., Ltd./Director
Jiayu Investment Co., Ltd./Director
Lotes Zhongshan Co., Ltd./Director
Chairpe
rson and
R&D
Director
Chu,
Te-Hsian
g
Brother
R&D
Director
R.O.
C.
Chu,
Te-Hsiang
Male November
8, 2017
15,926 0.01% 5,061 0.00% 12,748,425 12.01% Taishan Senior High School/
Mechanical Department;
Lotes Co., Ltd./Chairperson
Lotes Co., Ltd./Chairperson
Jiaming Investment Co., Ltd./Chairperson
Jinling Investment Co., Ltd./Supervisor
LOTES INVESTMENT LTD./Chairperson
Lotes Suzhou Co., Ltd./Chairperson
Lotes Guangzhou Co., Ltd./Vice Chairperson
Jiayu Investment Co., Ltd./Chairperson
Ememe Robot Co., Ltd./Chairperson
Lintes Technology Co., Ltd./Chairperson
Dechuan Investment Co., Ltd./Chairperson
Associat
e
Presiden
t's office

Chu-Che
n, Yi-Hui
Spouse
Presiden
t
Ho,
Te-Yu
Brother
President Office
Assistant
deputy manager
R.O.
C.
Chu-Chen,
Yi-Hui
Female November
8, 2017
5,061 0.00% 15,926 0.01% 0 0 Chinese Culture University/
Department of Political Science
Lotes Co., Ltd./ Assistant deputy
manager
Jiaming Investment Ltd./Supervisor Chairpe
rson and
R&D
Director
Chu,
Te-Hsian
g
Spouse
Department of
Sales
Senior deputy
manager
R.O.
C.
Tsai, Ming-Jui Male November
15, 2007
5,000 0.00% 1,000 0.00% 0 0 Ming Chuan University/Graduate
Institute of International Business
Lotes Suzhou Co., Ltd. /Vice
President
LOTES EU GmbH /Director No No No
Department of
Finance
Manager
R.O.
C.
Liu,
Hsing-Hsia
Male June 1,
2006
0 0.00% 0 0 0 0 Tamkang University/Department
of Accounting
TCK Technology Co., Ltd./
Financial Manager
Ememe Robot Co., Ltd. /Director No No No
Department of
Finance
Deputy
Manager
R.O.
C.
Liang, Shih-Yi Female June 1,
2006
0 0.00% 0 0 0 0 Tamkang University/Department
of Accounting
MAEDEN INTERNATIONAL
LIMITED/Chief Accountant
None No No No
Business
Management
Deputy
Manager
R.O.
C.
Kung,
Yung-Sheng
Male May 1,
2007
6,000 0.01% 0 0 0 0 National Taiwan
University/Master of Mechanical
Engineering
Nan Juen International Co.,
Ltd./Engineering Manager
None No No No
Business
Management
Assistant
Manager
R.O.
C.
Lin,
Ching-Hao
Male July 11,
2008
509 0.00% 0 0 0 0 San-Chung Vocational High
School/Department of Mechanical
Engineering
STARLINK ELECTRONICS
CORP./Plant Manager
None No No No
Business
Management
Assistant
Manager
R.O.
C.
Lin, Tsun-Te Male January 1,
2010
0 0.00% 0 0 0 0 Tamkang University/Master of
Information Management
FOUND FAIR PLASTIC
INDUSTRIAL CO.,
LTD./Information Manager
None No No No

14

Business
Management
Auditing
Supervisor
R.O.
C.
Wang,
Hsi-Hung
Male October
27, 2011
0 0.00% 0 0 0 0 National Taiwan
University/Master of Business
Administration
DaChan Food (Asia)
Limited/Auditing Office
Supervisor
None No No No
Business
Management
Assistant
Manager
R.O.
C.
Lin,
Yao-Ching
Male January 21,
2016
0 0.00% 0 0 0 0 St. John's University/ Department
of Electronic Engineering
Foxconn Technology
Group/Quality Controll Supervisor

None
No No No
Sales
Deputy
Manager
R.O.
C.
Li,
Cheng-Wen
Male January 21,
2016
2,000 0.00% 0 0 0 0 Vanung University/Department of
Electronic Engineering
Lotes Co., Ltd./Sales B Manager
None No No No
Business
Management
Assistant
Manager
R.O.
C.
Wu, Yi-Chen Male December
5, 2016
3,000 0.00% 1,476 0.00% 0 0 Chinese Culture University/
Department of Political Science
Lotes Co., Ltd./Sales A Manager
None No No No
Business
Management
Sales Assistant
Manager
R.O.
C.
Lin, Ko-Lun Male December
5, 2016
0 0.00% 0 0 0 0 National Taipei University of
Technology/Department of
Industrial Engineering and
Management EMBA
LOTES Guangzhou Co.,
Ltd./Sales Manager
None No No No
Management
Department
QR Associate
Manager
R.O.
C.
LIU,
CHIN-HONG
Male April 11,
2018
4,000 0.00% 0 0 0 0 National Taiwan University of
Science and Technology/
FIT Vice Manager
None No No No
Management
Department
Associate
Manager
R.O.
C.
HO,
CHI-HSIANG
Male April 1,
2020
2,000 0.00% 0 0 0 0 University of Michigan - Ann
Arbor/MS
FOXCONN/Engineer
Touch Micro-system / Engineer
None No No No

15

3, Remuneration of Presidents and Vice Presidents:

1. Remuneration of Directors (including Independent Directors)

2021 Unit: NT$ thousands

Title Name Direct ors' remuner ation Ratio of total
compensation
(A+B+C+D) to net
income (%)
Ratio of total
compensation
(A+B+C+D) to net
income (%)
Sstaff recei ve relevant r emuneration emuneration A, B, C, D, E, F and G
as a percentage of net
income after tax
A, B, C, D, E, F and G
as a percentage of net
income after tax
Remuner
ation
from
non-subsi
diary
reinvestm
ents or
parent
companie
s
Remunera tion (A) Severance Pay (B) Bonuse
Allowan
s and
ces (C)
Profit Sharing- Employee
Bonus (D)
Salaries, bonuses,
special allowances,
etc (E)
Retirement P ension (F) Remuneration o f employees (G)
The
Company
Conso-
lidated
The
Company
Conso-
lidated
The
Company
Consoli-
dated
The
Company
Consoli-
dated
The
Company
Consoli-
dated
The
Company
Consoli-
dated
The
Company
Consoli-
dated
The
Company
Conso lidated The
Company
Consoli-
dated
Cash Share Cash Share
Chairman Jiaming Investment
Ltd.Rept.: Chu,
Te-Hsiang
0 0 0 0 3241 3241 45 45 0.09% 0.09% 5,951 5,951 279 279 9,843 0 9,843 0 0.55% 0.55% 0
Director Jiaming Investment
Ltd.Rept.: Ho,
Te-Yu
Director Tsai, Ming-Jui
(Note 1)
Director JIN, CHAN-MING
(Note 1)
Director Hsieh, Chia-Ying
(Note 2)
Director Chu, Chien-Chung
(Note 2)

16

Title Name Directors' remuneration Directors' remuneration Directors' remuneration Directors' remuneration Directors' remuneration Directors' remuneration Directors' remuneration Directors' remuneration Ratio of total
compensation
(A+B+C+D) to net
income (%)
Ratio of total
compensation
(A+B+C+D) to net
income (%)
Sstaff receive relevant r Sstaff receive relevant r Sstaff receive relevant r Sstaff receive relevant r emuneration emuneration emuneration emuneration A, B, C, D, E, F and G
as a percentage of net
income after tax
A, B, C, D, E, F and G
as a percentage of net
income after tax
Remuner
ation
from
non-subsi
diary
reinvestm
ents or
parent
companie
s
Remuneration (A) Severance Pay (B) Bonuses and
Allowances (C)
Profit Sharing- Employee
Bonus (D)
Salaries, bonuses,
special allowances,
etc (E)
Retirement Pension (F) Remuneration of employees (G)
The
Company
Conso-
lidated
The
Company
Conso-
lidated
The
Company
Consoli-
dated
The
Company
Consoli-
dated
The
Company
Consoli-
dated
The
Company
Consoli-
dated
The
Company
Consoli-
dated
The
Company
Consolidated The
Company
Consoli-
dated
Cash Share Cash Share
Independent
Director

Hsieh,
Chia-Ying(Note 3)
187 187 0 0 730 730 138 138 0.03% 0.03% 0 0 0 0 0 0 0 0 0.03% 0.03% 0
Independent
Director

HU,
REI-CHIN(Note 3)
Independent
Director

Wang,
Jen-Chun(Note 4)
Independent
Director

Chiang,
I-Cheng(Note 4)
Independent
Director

Wu,
Chang-Hsiu(Note 4)
1.Please describe the policy, system, criteria and structure for the remuneration of independent directors, and the relevance of the amount of remuneration to the responsibilities, risks and time commitment involved:
remuneration of the Company's directors and independent directors shall not exceed 3% of the Company's profits and the Board of Directors is authorized to determine the remuneration of the directors and
Company's operations.
2.Except as disclosed in the table above, remuneration received by the directors of the Company for services rendered to all companies included in the financial statements (e.g., as consultants to non-employees) in th
In accordance with Article 19 of the Company's Articles of Association, the
independent directors in accordance with their level of involvement in the
e most recent year: None.

Note 1: Reelected on Jul. 16, 2021.

Note 2: Reelected on Jul. 16, 2021. Hsieh, Chia-Ying assume the position of Director. Note 3: Reelected on Jul. 16, 2021. Hsieh, Chia-Ying assume the position of Director. Note 4: Reelected on Jul. 16, 2021.

17

Remuneration Schedule

RemunerationSchedule RemunerationSchedule
Range of Remuneration Name of Directors
Total of (A+B+C+D) Total of (A+B+C+D+E+F+G)
The Company Companies in the consolidated
financial statements
The Company Companies in the consolidated
financial statements
Below 1,000,000 JIN, CHAN-MING, Hsieh,
Chia-Ying, HU, REI-CHIN,
Tsai, Ming-Jui, Chu,
Chien-Chung, Wang, Jen-Chun,
Chiang, I-Cheng, Wu,
Chang-Hsiu
JIN, CHAN-MING, Hsieh,
Chia-Ying, HU, REI-CHIN, Tsai,
Ming-Jui, Chu, Chien-Chung,
Wang, Jen-Chun, Chiang, I-Cheng,
Wu, Chang-Hsiu
JIN, CHAN-MING, Hsieh,
Chia-Ying, HU, REI-CHIN,
Chu, Chien-Chung, Wang,
Jen-Chun, Chiang, I-Cheng,
Wu, Chang-Hsiu
JIN, CHAN-MING, Hsieh,
Chia-Ying, HU, REI-CHIN, Chu,
Chien-Chung, Wang, Jen-Chun,
Chiang, I-Cheng, Wu,
Chang-Hsiu
1,000,0002,000,000 Chu, Te-Hsiang, Ho, Te-Yu Chu, Te-Hsiang, Ho, Te-Yu
2,000,0003,500,000
3,500,0005,000,000 Chu, Te-Hsiang Chu, Te-Hsiang
5,000,00010,000,000 Ho, Te-Yu, Tsai, Ming-Jui Ho, Te-Yu, Tsai, Ming-Jui
10,000,00015,000,000
15,000,00030,000,000
30,000,00050,000,000
50,000,000100,000,000
Over 100,000,000
Total 10 10 10 10

18

(2) Remuneration of supervisors 2021 Unit: NT$ thousands

Title Name Remuneration of Supervisors Remuneration of Supervisors Ratio of total compensation
(A+B+C) to net income (%)
Ratio of total compensation
(A+B+C) to net income (%)

Remuneration
from
non-subsidiary
reinvestments
or parent
companies
Remuneration (A) Consideration (B) Business Implementation
Expenses (C)
The
company
Consolidated The
company
Consolidated The
company
Consolidated The
company
Consolidated
Supervisor Jin Ling Investment:
CHANG,
KUN-YAO(Note 1)
0 0 507 507 27 27 0.02% 0.02% 0
Supervisor YANG,
WEN-MING(Note 1)
Supervisor CHENG,
MING-SONG(Note 1)

Note 1: The Company no longer has a Supervisor after the Board of Directors fully re-elected the Directors to replace the Supervisor function with an Audit Committee on July 16, 2021

Table of remuneration ranges

Table of remuneration ranges Table of remuneration ranges
Remuneration pay range for each Supervisor of the Company Name of Supervisors
Total of (A+B+C)
The Company Companies in the consolidated financial
statements
Below 1,000,000 CHANG, KUN-YAO, YANG, WEN-MING,
CHENG,MING-SONG

CHANG, KUN-YAO, YANG, WEN-MING,
CHENG,MING-SONG
1,000,0002,000,000
2,000,0003,500,000
3,500,0005,000,000
5,000,00010,000,000
10,000,00015,000,000
15,000,00030,000,000
30,000,00050,000,000
50,000,000100,000,000
Over 100,000,000
Total 3 3

19

(3) Remuneration of Presidents and Vice Presidents: 2021 Unit: NT$ thousands

Title Title Name Remunera tion (A) Severanc e Pay (B) Bonuses and Al lowances (C) Profit Sharing- Employee Bonus Profit Sharing- Employee Bonus Profit Sharing- Employee Bonus Profit Sharing- Employee Bonus (D) Ratio of total compensation
(A+B+C+D) to net income
(%)
Ratio of total compensation
(A+B+C+D) to net income
(%)
Remuneration
from
non-subsidiar
y
reinvestments
or parent
companies
The Company Consolidated The Company Consolidated The Company Consolidated The Company Conso lidated The Company Consolidated
Cash Stock Cash Stock
President Ho, Te-Yu 32,402 32,402 1,576 1,576 0 0 29,709 0 29,709 0 1.81% 1.81%
R&D Chief Chu,Te-Hsiang
Vice
President
Lu, Chih-Cheng(Note
1)
Vice
President
Kung, Yung-Sheng
Associate
Manager
Chu-Chen, Yi-Hui
Vice
President
Tsai, Ming-Jui
Vice
President
Li, Cheng-Wen
Associate
Manager
Lin, Ching-Hao
Associate
Manager
Lin, Tsun-Te
Associate
Manager
Lin, Yao-Ching
Associate
Manager
Wu, Yi-Chen
Associate
Manager
Lin, Ko-Lun
Associate
Manager
HO, CHI-HSIANG
Associate
Manager
LIU, CHI-HONG
Associate
Manager
WU, YU-WEI(Note 2)
Note
Note
Note
1Vice President Lu, Chih-Cheng retired on 2021.9.30.
2Associate Manager WU, YU-WEI was terminated on 2021.8.23.
3The remuneration of the Manager shall be approved by the Remuneration Committee and submitted to the Board of Directors for approval after the
"Regulations Governing Salaries" and the scope of authority and responsibility of the position as well as the degree of contribution to the operational
RemunerationSchedule
Range of Remuneration Name of Presidents and Vice Presidents
The Company
Companies in the consolidated financial statements
Companies in the consolidated financial statements
Below 1,000,000
1,000,0002,000,000 Lu, Chih-Cheng, WU, YU-WEI Lu, Chih-Cheng, WU, YU-WEI
2,000,0003,500,000 Lin, Tsun-Te, Lin, Yao-Ching, LIU, CHI-HONG Lin, Tsun-Te, Lin, Yao-Ching, LIU, CHI-HONG
3,500,0005,000,000 Chu, Te-Hsiang, Ho, Te-Yu, Chu-Chen, Yi-Hui, Wu, Yi-Chen,
Lin, Ching-Hao, HO, CHI-HSIANG

Chu, Te-Hsiang, Ho, Te-Yu, Chu-Chen, Yi-Hui, Wu, Yi-Chen,
Lin, Ching-Hao, HO, CHI-HSIANG
5,000,00010,000,000 Kung, Yung-Sheng, Tsai, Ming-Jui, Li, Cheng-Wen, Lin, Ko-Lun Kung, Yung-Sheng, Tsai, Ming-Jui, Li, Cheng-Wen, Lin, Ko-Lun

20

10,000,00015,000,000
15,000,00030,000,000
30,000,00050,000,000
50,000,000100,000,000
Over 100,000,000
Total 15 15

21

(4) Name of Managers and circumstances of distribution of employees' remuneration

2021 Unit: NT$ thousands

Title Name Shares Cash
(Note 1)
Total Ratio of Total Amount
to Net Income (%)
Managerial officers President Ho, Te-Yu 0

33,018 33,018 0.93%
R&D Chief Chu, Te-Hsiang
Management
Department
Vice President
Kung, Yung-Sheng
Associate Manager Chu-Chen, Yi-Hui
Sales Div.
VP
Tsai, Ming-Jui
Management
Department
Associate Manager
Lin, Ching-Hao
Management
Department
Associate Manager
Lin, Tsun-Te
Management
Department
Associate Manager
Lin, Yao-Ching
Management
Department
Associate Manager
Lin, Ko-Lun
Management
Department
Associate Manager
HO, CHI-HSIANG
Management
Department
Associate Manager
LIU, CHI-HONG
Sales Div.一部
Associate Manager
Wu, Yi-Chen
Sales Div.二部
Associate Manager
Li, Cheng-Wen
Financing Dept.
Manager
Liu, Hsing-Hsia
Audit Director Wang, Hsi-Hung
Financing Dept.
Vice Manager
Liang, Shih-Yi

Note 1: The 2021 employees remuneration is based on the proportion of 2020 employee remuneration.

(5) Compare and contrast an analysis of the total remuneration paid to the Company's Directors, Supervisors, Presidents and Vice Presidents as a percentage of net income after tax for the most recent two years by the Company and all companies in the Consolidated Statements, respectively, and describe the policies, criteria and combinations of remuneration paid, the procedures used to establish remuneration, and the correlation with operating performance and future risks.

Unit: NT$ thousands

The Company 2020 2021

22

The Company Total remuneration 90,980
84,635
Proportion of netprofit after tax
3.32%

2.44%
Consolidated Total remuneration 90,980
84,635
Proportion of netprofit after tax
3.32%

2.44%

The remuneration of the Directors and Supervisors, including travel expenses and remuneration for the distribution of earnings, is paid in accordance with the Company's Articles of Incorporation, and the remuneration of the Presidents and Vice Presidents is paid in accordance with the Company's approved principles for the payment of seniority. 4. Corporate governance operations

(1). Operations of the Board of Directors The Board met nine times in 2021(A, July 16, 2021 three times before the Directors were re-elected and six times after the Directors were re-elected) and the attendance of the Directors was as follows.

Title Name Attendance
in
Person B
By Proxy Attendance Rate (%)(B/A) Remarks
Chairperson Jia Ming INC. Rept.: Chu,
Te-Hsiang
9 0 100%
Director Jia Ming INC. Rept.: Ho,
Te-Yu
9 0 100%
Director Tsai, Ming-Jui 3 0 100% July 16, 2021,
termination of
office following
re-election of
directors by the
shareholders’
meeting
Director JIN, CHAN-MING 3 0 100%
Director Hsieh, Chia-Ying 6 0 100% July 16,
2021 ,termination
of office following
re-election of
directors by the
shareholders’
meeting
Director Chu, Chien-Chung 5 0 83%
Independent
Director
Hsieh, Chia-Ying 3 0 100% July 16, 2021,
termination of
office following
re-election of
directors by the
shareholders’
meeting
Independent
Director
HU, REI-CHIN 2 0 67%
Independent
Director
Wang, Jen-Chun 5 0 100% July 16,
2021 ,termination
of office following
re-election of
directors by the
shareholders’
meeting
Independent
Director
Chiang, I-Cheng 6 0 83%
Independent
Director
Wu, Chang-Hsiu 6 0 100%
Other matters to be recorded.
1.
The operation of the board of directors' meeting shall state the date, period, content of the motion, opinions of all independent
directors and the Company's handling of the opinions of the independent directors if any of the following circumstances apply.
(1)The matters listed in Article 14-3 of the Securities and Exchange Act.
(2) Other than the matters listed above, any other matters resolved by the Board of Directors at a meeting of the Board of
Directors at which the independent directors objected to or reserved their opinions and for which records or written
statements are available.
2.
The recusal of a director from the implementation of an interest motion shall include the name of the director, the content of
the motion, the reasons for the recusal and the circumstances of the participation in the vote.
3.
Listed companies should disclose information on the periodicity and duration of self- (or peer) evaluation by the board of
directors, the scope, manner and content of the evaluation, and fill in Schedule 2(2) on the implementation of the board
evaluation.
4.
An assessment of the current and most recent year's objectives for enhancing the functions of the board of directors (e.g.
establishingan audit committee,enhancinginformation transparency,etc.)and their implementation.

(2) Information on the operation of the Audit Committee

Information on the operation of the Audit Committee

23

The Audit Committee met 6 times (A) in the most recent year and the attendance of the independent

directors was as follows

Title Name Attendance in
Person B
By Proxy Attendance Rate
(%)(B/A)
Remarks
Independent a Wang, Jen-Chun 5 0 83.33% Elected on 2021.07.26
Independent b Chiang, I-Cheng 6 0 100% Elected on 2021.07.26
Independent c Wu, Chang-Hsiu 6 0 100% Elected on 2021.07.26
Other matters to be recorded.
1. The operation of the Audit Committee shall include the date and period of the Audit Committee meeting, the
content of the resolution, the content of the objections, reservations or material recommendations of the
independent directors, the results of the Audit Committee's resolution and the Company's handling of the Audit
Committee's opinion if any of the following circumstances apply
(1)The matters listed in Article 14-5 of the Securities and Exchange Act.
(2)Matters other than those listed above which have not been approved by the Audit Committee and which
have been approved by at least two-thirds of all directors.
2. The recusal of an independent director from the implementation of an interest motion shall include the name of the
independent director, the content of the motion, the reasons for the recusal and the circumstances of the
participation in the vote.
3.Communication between the independent directors and the internal Audit Director and the accountant (including
the major issues, manner and results of communication regarding the Company's financial and business
conditions).

(3 Supervisory participation in the operation of the Board

The Board met 3 times in 2021 (A) with the following supervisors in attendance.

Title Name Attendance
in Person B
By Proxy Attendance Rate
(%)(B/A)
Remarks
Supervisor JingLingINC.:CHANG, KUN-YAO 3 0 100% July 16, 2021,
reelection
Supervisor YANG, WEN-MING 3 0 100%
Supervisor CHENG, MING-SONG 3 0 100%

24

  • (4) Corporate Governance Implementation Status and Deviations from “the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed

Companies”

Evaluation Item Implementation Status Implementation Status Implementation Status Deviations from “the Corporate
Governance Best-Practice
Principles for TWSE/TPEx Listed
Companies” and Reasons
Y N Abstract Illustration
1. Does the company establish and disclose the Corporate
Governance Best-Practice Principles based on
“Corporate Governance Best-Practice Principles for
TWSE/TPEx Listed Companies”?
ˇ The Code of Corporate Governance was approved by the Board
of Directors and is posted on the Company's website and the
Market Observation Post System.
None
2. Shareholding structure & shareholders’ rights
(1)
Does the company establish an internal operating
procedure to deal with shareholders’ suggestions,
doubts, disputes and litigations, and implement
based on the procedure?
(2)
Does the company possess the list of its major
shareholders as well as the ultimate owners of those
shares?
(3)
Does the company establish and execute the risk
management and firewall system within its
conglomerate structure?
(4) Does the company establish internal rules against
insiders trading with undisclosed information?

ˇ
ˇ
ˇ
ˇ
(1)
The Company has an internal spokesperson, acting
spokesperson, exclusive personnel and email address to
handle shareholder proposals or disputes in accordance
with the procedures.
(2)
The company has access to a list of the company's
major shareholders and their ultimate controllers,
which is regularly disclosed in accordance with the law
and regulations. For a list of the relevant major
shareholders, see page 41 of this Annual Report.
(3)
The Company establishes appropriate risk control
mechanisms and firewalls in accordance with internal
regulations such as control operations of subsidiaries,
endorsement and guarantee methods, lending of funds
to others, and criteria for acquisition or disposal of
assets. All business dealings with affiliates are treated
as independent third parties and unconventional
transactions are prohibited.
(4)
The Company has a "Ethical Corporate Management
Best Practice Principles", "Procedures for Handling
Material Inside Information", and a "Guidelines for the
Adoption of Codes of Ethical Conduct" to prohibit
insiders from using undisclosed market information to
purchase and sell marketable securities for improper
gain.

None
3.Composition and Responsibilities of the Board of
Directors
(1) Does the Board have a diversity policy,
specific management objectives and
ˇ (1) The Company has established the "Code of Corporate
Governance Practices" in accordance with the law, and
Article 20 stipulates that the composition of the Board of
Directors shall take into account diversity. In addition to the
The Company has no plans to
establish a functional committee
other
than
a
remuneration
committee.
The Company has established the

25

Evaluation Item Implementation Status Implementation Status Implementation Status Deviations from “the Corporate
Governance Best-Practice
Principles for TWSE/TPEx Listed
Companies” and Reasons
Y N Abstract Illustration
implementation?
(2)
Does the company voluntarily establish other
functional committees in addition to the
Remuneration Committee and the Audit Committee?
(3)
Does the company establish a standard to measure
the performance of the Board, and implement it
annually,and to report the result to the Board?
ˇ ˇ fact that the number of directors who are also managers of
the Company should not exceed one-third of the seats of the
Board of Directors, the Company shall formulate an
appropriate diversity policy with respect to its own
operation, business model and development needs, which
shall include but not be limited to the following two major
criteria.
Basic qualifications and values: gender, age, nationality,
and culture, etc.
Professional knowledge and skills: professional background
(e.g., law, accounting, industry, finance, marketing or
technology), professional skills and industry experience,
etc.
Board members should generally possess the knowledge,
skills and qualities necessary to perform their duties. In
order to achieve the desired goals of corporate governance,
the Board of Directors as a whole should possess the
following competencies:
a. Operational judgment.
b. Accounting and financial analysis ability.
c. Management skills.
d. Crisis management ability.
e. Industry knowledge.
f. International market perspective.
g. Leadership skills.
h. Decision-making ability.
The Company re-elected its directors in 2021.
The current term (10th) has seven directors, all
of whom are R.O.C., five of whom are male and
two are female, including three independent
directors. The directors come from a variety of
professional backgrounds or fields of work,
including accountants, lawyers, university
professors and engineering, finance and
operations management. They have the
knowledge, skills and qualities required to carry
out their duties and responsibilities, which





Board of Directors' performance
evaluation method and will
conduct annual performance
evaluation on a regular basis
starting in 2020 and will submit
the results of the performance
evaluation to the Board of
Directors.

26

Evaluation Item Implementation Status Implementation Status Implementation Status Deviations from “the Corporate
Governance Best-Practice
Principles for TWSE/TPEx Listed
Companies” and Reasons
Y N Abstract Illustration
(4)
Does the company regularly evaluate the
independence of CPAs?
ˇ enable them to form the Board of Directors of
the Company.
(2) In addition to the Remuneration Committee, the
Company re-elected the members of the Board of
Directors and established an Audit Committee in
2021 to replace the Supervisory Committee.
There are no plans to establish any other
functional committees.
(3) The Company has established a performance
appraisal system for the Board of Directors and
has been conducting regular performance
appraisals and reporting the results of these
appraisals to the Board of Directors on an annual
basis since 2020.
(4) The Company periodically evaluates the
independence of its certified public accountants
by making reference to the evaluation criteria set
forth in The Bulletin of Norm of Professional
Ethics for Certified Public Accountant of the
Republic of China No. 10 "Integrity, Objectivity
and Independence", and follows the regulations of
the competent authorities to periodically adjust
the length of a certified public accountant's
license.

27

Evaluation Item Evaluation Item Implementation Status Implementation Status Implementation Status Deviations from “the Corporate
Governance Best-Practice
Principles for TWSE/TPEx Listed
Companies” and Reasons
Y N Abstract Illustration
4. Are TWSE/GTSM Listed Companies staffed with suitable
and appropriate number of corporate governance
personneland designated corporate governance officers
to be responsible for corporate governance related
matters (including, but not limited to, providing
directors, supervisors with information necessary for the
execution of business,assisting directors, supervisors in
complying with lawsand regulations, conducting board
and shareholder meeting related matters in accordance
with the law, preparing minutes of board and
shareholder meetings, etc.)?

ˇ
The Company's Board of Directors appointed Liu
Xingxia, Finance Manager, to also serve as Head of
Corporate Governance on August 11, 2020, providing
directors and supervisors with information necessary
for the execution of their business, handling matters
related to the meetings of the Board of Directors and
shareholders in accordance with the law, registering
companies and registering changes, and preparing
minutes of the meetings of the Board of Directors and
shareholders,and other related matters.


None
5. Does the company establish a communication channel
and build a designated section on its website for
stakeholders(including but not limited to shareholders,
employees, customers,and suppliers), as well as handle
all the issues they care for in terms of corporate social
responsibilities?

ˇ
The Company has appropriate communication channels with its
customers, suppliers, correspondent banks, employees, investors
and other relevant stakeholders. A special section of our
stakeholders' website has been set up in FY2015 as a response
to stakeholders' concerns on important CSR issues.
None
6. Does the company appoint a professional shareholder
service agency to deal with shareholder affairs?
ˇ The Company currently appoints the Stock Agency Department
of SinoPac Securities to handle the relevant shareholders'
affairs.
None
7. Information Disclosure
Does the company have a corporate website to disclose
both financial standings and the status of corporate
governance?
Does the company have other information disclosure
channels (e.g. building an English website, appointing
designated people to handle information collection and
disclosure, creating a spokesman system, webcasting
investor conferences)?
Does the Company announce and report its annual
financial report within two months of the end of the
fiscal year, and announce and report its first, second
and third quarter financial reports and operations for
each month well in advance of the required deadline?
ˇ
ˇ
ˇ (1) The Company's website has disclosed information about the
Company's profile, business and investor areas and
corporate governance, and designated a person to be
responsible for disclosing financial, business and corporate
governance information about the Company on the MOPS.
(2) The Company has a exclusive personnel responsible for the
collection and disclosure of company information, and has
a spokesperson and acting spokesperson in accordance with
the regulations, and holds regular and irregular corporate
briefing sessions, and regularly publishes operational and
financial information in both English and Chinese to
enhance the transparency of company information.
(3) The Company has not announced and reported its annual
financial report within two months of the end of the fiscal
year. However, all of them were announced well in advance
of the required deadlines and reported the first,second and

None
(1)
(2)
(3)

28

Evaluation Item Implementation Status Implementation Status Implementation Status Deviations from “the Corporate
Governance Best-Practice
Principles for TWSE/TPEx Listed
Companies” and Reasons
Y N Abstract Illustration
third quarterly financial reports and operations for each
month.
8. Is there any other important information to facilitate a
better understanding of the company’s corporate
governance practices (e.g., including but not limited to
employee rights, employee wellness, investor relations,
supplier relations, rights of stakeholders, directors’ and
supervisors’ training records, the implementation of risk
management policies and risk evaluation measures, the
implementation of customer relations policies, and
purchasing insurance for directors )?
ˇ 1. Employee rights: The Company protects the legitimate rights
and interests of its employees in accordance with the Labor
Standards Law.
2. Investor relations: The Company's website has set up an
investor section for investors to learn more about the
Company's investor-related information, and a spokesperson,
acting spokesperson and shareholder affairs units are set up
to deal with issues such as shareholder proposals or disputes.
3. Rights of interested parties: The Company respects and
protects the legal rights and interests of its interested parties.
4. Directors' and supervisors' continuing education: Company
directors and supervisors attend continuing education courses
in finance, business, etc., as required.
5. The implementation of the directors' recusal of interest
motion: The directors of the Company adhere to the principle
of a high degree of self-discipline and are not allowed to vote
on board meetings when they have an interest in a matter.
6. The company insured US$3 million in liability insurance for
directors, supervisors and managers in 2020.
7. Implementation status of customer policy: The Company has
a Quality Assurance Department and a Customer Support
Department to provide transparent and effective after-sales
services and customer complaints handling.













None
9.Please explain the improvements which have been made in accordance with the results of the Corporate Governance Evaluation System released by the Corporate
Governance Center, Taiwan Stock Exchange, and provide the priority enhancement measures. In order to continue to strengthen corporate governance, the Company will
make the following improvements in accordance with the evaluation index:
The Company improved its corporate governance rating from 36% to 50% of the previous year to 21% to 35% of the previous year, with the
followingimprovements in accordance with the assessment indicators.
2021 Criteria
Improvement
Does the company not have a government agency or a single
legal entity and its subsidiaries occupying at least one-third of
the board of directors?
The Company's 9th Board of Directors consisted of 6
directors and 2 corporate directors. 7 directors were re-elected
at the 2021 Annual General Meeting and 2 corporate directors,
representing less than one-third of the total number of
directors.

29

Evaluation Item Implementation Status Deviations from “the Corporate
Governance Best-Practice
Principles for TWSE/TPEx Listed
Companies” and Reasons
Deviations from “the Corporate
Governance Best-Practice
Principles for TWSE/TPEx Listed
Companies” and Reasons
Y N Abstract Illustration
Is the number of directors who are employees of the Company,
its parent, child or sister company less than one-third of the
total number of directors?
Of the six directors of the ninth session of the Board of
Directors of the Company, two are corporate directors and one
is a natural person. seven directors were re-elected at the 2021
Annual General Meeting of Shareholders and none of the
natural person directors are employees of the Company, its
parent, subsidiaries or sister companies, while two of the
corporate directors are employees of the Company, accounting
for less than one-third of the total number of seats.
Does the company have an audit committee that meets the
requirements?
The Company elected three independent directors at the 2021
Annual General Meeting of Shareholders and established an
Audit Committee in compliance with the requirements. The
annual report of the Company and the Company's website
disclose the annual work focus and operation of the Audit
Committee.
Does the company have a corporate governance officer in
charge of corporate governance-related matters, and does
he/she explain on the company's website and in the annual
report the terms of reference, business execution priorities for
theyear,and the status of training?
The Company has disclosed the communication between the
independent directors and the internal Audit Director,
Accountant (e.g. the manner, issues and results of
communication regarding the Company's financial reports and
financial operations)on the Company's website.

(5) Where the Company has a remuneration committee, it shall disclose its composition, duties and operations.

30

1.Composition of the Remuneration Committee

1.Composition of the Remuneration Committee

On July 26, 2021, the Company's Board of Directors approved the appointment of three members of the Compensation Committee, whose terms of office shall commence upon the appointment of the three members of the Compensation Committee by the Board of Directors and end on July 25, 2024, the same date as the term of office of the current Board of Directors, and shall operate in accordance with the "Compensation Committee Organization Regulations" established by the Company.

The membership of the Compensation Committee is set out in the table below.

31

Qualification
ID
(Note 1) Name
Qualification
ID
(Note 1) Name
Qualification (Note 2) Independence (Note 3) Number of members of
remuneration committees
of other public companies
Convener Chiang,
I-Cheng
Mechanical Engineering Professional
Learning Experience
Department
of
Mechanical
Engineering,
Chinese Culture UniversityProfessor
Convener of Remuneration Committee
No circumstances specified in Article 30 of
the Company Act.


An independent director and meets the criteria for
independence, including but not limited to not being
a director, supervisor or employee of the Company
or its affiliated companies, and not being a spouse,
second degree relative, etc.
not holding a number of shares in the Company; not
being a director, supervisor or servant of a company
with which the Company has a specified
relationship.
None
Independent
Director
Wang,
Jen-Chun
Law Professional Experience
R.O.C.Lawyer,
Patent Attorney and United States Attorney
for the State of New York
Tsar and Tsai Law FirmPartner
No circumstances specified in Article 30 of
the Company Act.


An independent director and meets the criteria for
independence, including but not limited to not being
a director, supervisor or employee of the Company
or its affiliated companies, and not being a spouse,
second degree relative, etc.
not holding a number of shares in the Company; not
being a director, supervisor or servant of a company
with which the Company has a specified
relationship.
None
Independent
Director
Wu,
Chang-Hsiu
Background in Accounting Studies
R.O.C.CPA
Pennsylvania accountants, tax litigation
agents, patent attorneys, corporate
sustainability managers, corporate valuers
Deashine CPA Firm/CPA
Convener of Audit Committee
No circumstances specified in Article 30 of
the CompanyAct.
An independent director and meets the criteria for
independence, including but not limited to not being
a director, supervisor or employee of the Company
or its affiliated companies, and not being a spouse,
second degree relative, etc.
not holding a number of shares in the Company; not
being a director, supervisor or servant of a company
with which the Company has a specified
relationship.
2

32

2.Responsibilities of the Remuneration Committee

  • The Committee shall, with the attention of the good manager, faithfully perform the following functions and submit the recommendations to the Board for discussion:

  • (1) To establish and regularly review the policies, systems, standards and structures for performance evaluation and remuneration of directors, supervisors and managers.

  • (2) To regularly evaluate and set remuneration for the directors, supervisors and managers.

3. Operation of the Remuneration Committee

  • (1) The Company's Remuneration Committee consists of three members.

  • (2) Current term of office: From Aug. 3, 2021 to Jul. 25, 2024, the 2021 Remuneration Committee met 2 times (A) and was attended by the following members:

Title Name Attendance in
Person(B)
By Proxy Attendance Rate
(%)
(/)(Note)
Remarks
Convener Chiang,I-Cheng 3 0 100% Term: 110.8.3~113.7.25
Committee
Member
Wang, Jen-Chun 3 0 100% Term: 110.8.3~113.7.25
Committee
Member
Wu, Chang-Hsiu 3 0 100% Term: 110.8.3~113.7.25
Other mentionable items:
1. If the board of directors declines to adopt or modifies a recommendation of the remuneration committee, it should specify the date
of the meeting, session, content of the motion, resolution by the board of directors, and the Company’s response to the remuneration
committee’s opinion (eg., the remuneration passed by the Board of Directors exceeds the recommendation of the remuneration
committee, the circumstances and cause for the difference shall be specified)
2. Resolutions of the remuneration committee objected to by members or subject to a qualified opinion and recorded or declared in
writing, the date of the meeting, session, content of the motion, all members’ opinions and the response to members’ opinion should
be specified

(3) The resolution of 2021 Remuneration Committee

Time Content Resolution and The Company’s Response

33

2021.8.3 (1) To elect the convenor of the 5th Committee. All members present agreed that the
motion be approved as presented to the
Board of Directors of the Company for
resolution
2021.8.27 (1) To determine the distribution of the 2021 annual
cash capital increase for employees and the amount
of new shares to be issued to the Manager's
employees.
All members present agreed that the
motion be approved as presented to the
Board of Directors of the Company for
resolution
2021.12.16 (1) To review the payment of compensation to
employees of the Company's managers for 2020.
(2) To review the payment of year-end bonuses to the
Manager for 2021.
All members present agreed that the
motion be approved as presented to the
Board of Directors of the Company for
resolution

(6)Implementation of sustainable development and how and why it differs from the Code of Practice on Sustainable Development.

Evaluation Item Implementation Status Implementation Status Implementation Status Deviations from “the Corporate Social
Responsibility Best-Practice Principles
for TWSE/TPEx Listed Companies”
and Reasons
Yes No Abstract Explanation
1. Has the company established a governance
structure to promote sustainable development and
set up a dedicated (part-time) unit to promote
sustainable development, which is delegated by
the Board of Directors to senior management and
supervised by the Board of Directors?




ˇ The Company has not established a governance
structure to promote sustainable development and has
a dedicated (part-time) unit to promote sustainable
development.
The Company has not yet
established a governance
structure to promote sustainable
development, and the
establishment of a dedicated
(part-time) unit to promote
sustainable development will be
assessed in the future depending
on actual needs.
2. Does the Company conduct risk assessments on
environmental, social and corporate governance
issues related to the Company's operations and
formulate relevant risk management policies or
strategies in accordance with the materiality
principle? (Note 3)




ˇ (3)The Company does not yet have a dedicated
(part-time) unit to promote corporate social
responsibility.
The Company has not yet
established a governance
structure to promote sustainable
development, and the
establishment of a dedicated
(part-time) unit to promote
sustainable development will be
assessed in the future depending

34

Evaluation Item Implementation Status Implementation Status Implementation Status Deviations from “the Corporate Social
Responsibility Best-Practice Principles
for TWSE/TPEx Listed Companies”
and Reasons
Yes No Abstract Explanation
on actual needs.
3. Environmental issues
(1) Does the company establish proper environmental
management systems based on the
characteristics of their industries?
(2) Does the company endeavor to utilize all
resources more efficiently and use renewable
materials which have low impact on the
environment?
(3) Does the Company assess the current and future
potential risks and opportunities of climate
changes for the business and take measures to
address climate related issues?
(4)
Has the Company compiled statistics on
greenhouse gas emissions, water consumption,
and total weight of waste in the past two years,
and formulated policies on energy
conservation, carbon reduction, greenhouse
gas reduction, water use reduction, or other
waste management?



ˇ
ˇ
ˇ
ˇ
(1)The company has established an environmental
management policy and our production plant is
ISO14001 certified.
(2)We adjust the temperature of our offices and
warehouses according to the seasons in order to
save energy and electricity, and we have
introduced the ISO 14064 (GHG Greenhouse Gas)
system certification. In addition, the Company has
established a waste disposal plan to classify waste
and entrust it to a local government-approved
waste disposal institution for removal or recycling
to reduce the impact of hazardous substances on
the environment.
(3)The Company has not yet assessed the potential
risks and opportunities of climate change on its
business now and in the future, but the Company
has placed emphasis on the control of exhaust and
waste water emissions to reduce their impact on
climate change.
(4)In the past two years, the Company's Guangzhou
and Suzhou plants have increased their
hydroelectricity and carbon dioxide emissions due
to the increase in production capacity.
We have also taken active measures to save
energy and reduce carbon emissions by installing
solar power generation facilities in our plants and
dormitories to achieve a noise-free and
pollution-free environment and to reduce
emissions of haze, carbon dioxide, sulphur
dioxide, carbon dust and nitrogen oxides from
coal-firedpowergeneration,which is conducive


None

35

Evaluation Item Implementation Status Implementation Status Implementation Status Implementation Status Implementation Status Deviations from “the Corporate Social
Responsibility Best-Practice Principles
for TWSE/TPEx Listed Companies”
and Reasons
Yes No Abstract Explanation
to energysavingand carbon reduction.
Water
consumption
(t)
Electricity
consumption
(Kwh)
Greenhouse gas
emissions
(tonnes CO2
equivalent/year)


Other
waste
(tonnes)
2020 359,769 44,520,671 36,298 7,781
2021 539,154 64,001,760 158,047 10,516
4. Social issues
(1) Does the company formulate appropriate
management policies and procedures
according to relevant regulations and the
International Bill of Human Rights?
(2)
Does the Company establish and implement
reasonable employee benefits (including
compensation, vacation and other benefits)
and appropriately reflect operating
performance or results in employee
compensation?
Are reasonable employee benefits measures
(including compensation, leave and other
benefits, etc.) in place and appropriately
reflected in employee compensation?
ˇ
ˇ
(1)The Company recognises and adheres to
international human rights conventions
including the United Nations Universal
Declaration of Human Rights, the
International Labour Organisation Convention
and supports the United Nations Framework
for Protection, Respect and Remedy: Business
and Human Rights and its Guiding Principles.
We actively comply with human rights and
labour rights legislation in all our locations,
the Responsible Business Alliance Code of
Conduct (RBA) and the requirements of our
customers, and have established policies on
management systems, working hours, wages,
anti-discrimination and harassment, gender
equality at work...etc. to ensure that our
commitments are met. In addition to
explaining the Company's policy and position
to employees through announcements, events,
literature, meetings, etc., the Company also
educates employees on the importance of
human rights protection and labour rights and
related information through various channels,
such as trainingfor new employees and

None
None

36

Evaluation Item Implementation Status Implementation Status Implementation Status Deviations from “the Corporate Social
Responsibility Best-Practice Principles
for TWSE/TPEx Listed Companies”
and Reasons
Yes No Abstract Explanation
(3)
Does the company provide a healthy and safe
working environment and organize training on
health and safety for its employees on a regular
basis?
ˇ training for current employees.
(2) The Company has established relevant employee
welfare measures and reflected its operating
performance in the employee bonus in accordance
with the Company's Articles of Association.
1.Employee bonus: The bonus will be distributed
according to the company's operation and
individual performance as an incentive.
2.Year-end bonuses, gifts (or presents) for the
three festivals.
3.Labour insurance and health insurance.
4.Leave system in accordance with the Labour
Standards Law.
5.Monthly pension in accordance with the law.
6.Nursing room available.
7.The Welfare Committee is authorized to provide
birthday gifts, wedding gifts, childbirth gifts,
funeral benefits, etc. to employees.
8.The Welfare Committee is authorized to provide
birthday gifts, wedding gifts, childbirth gifts,
funeral benefits, etc. to employees.
(3)The Company attaches great importance to the
safety and health of its employees in the
workplace, and the relevant protective measures
and their implementation are as follows.
(1)The Company has established management
measures for occupational safety and health,
prevention and treatment of occupational
hazards, and various environmental protection
measures such as waste storage management, in
order to protect the safety of employees and
avoid environmental pollution.
(2)All items that mayhave an impact on the

37

Evaluation Item Implementation Status Implementation Status Implementation Status Deviations from “the Corporate Social
Responsibility Best-Practice Principles
for TWSE/TPEx Listed Companies”
and Reasons
Yes No Abstract Explanation
(4) Does the company provide its employees with
career development and training sessions?
(5)
Does the Company comply with relevant
regulations and international standards on
customer health and safety, customer privacy,
marketing and labeling of its products and
services, and has it formulated relevant
policies and complaint procedures to protect
consumer rights?
(6)
Does the Company have a supplier
management policy that requires suppliers to
comply with relevant regulations on
environmental protection, occupational safety
and health, or human rights in the workplace,
and how is it implemented?
ˇ
ˇ
ˇ
environment and safety are prepared on a daily
basis, and we are able to respond immediately in
the event of a disaster. An emergency response
team has been set up to establish the duties and
procedures of the organisation and its staff.
(3)In order to provide a safe working environment,
prevent the occurrence of occupational disasters
and protect the safety and health of workers, the
Company has established a safety and health
code of practice and management regulations in
accordance with the Occupational Safety and
Health Act and its implementing regulations and
the management requirements of OHSAS 18000.
(4) In order to ensure the safety and health of all
employees and non-employees working in the
Company's workplace, the Company shall
comply with the Code of Practice and the
Management Regulations.
(4)To ensure the safety of our employees in the
workplace, all entrances and exits of our
company are equipped with access control
devices and main entrances and exits are
equipped with security surveillance devices to
ensure the safety of our employees. Our
electrical, mechanical, lift and fire-fighting
equipment are regularly inspected and
maintained in accordance with the regulations or
equipment usage rules to ensure their safety at
all times.
(5)To hold disaster prevention drills every six
months to enhance staff awareness of fire
prevention, so that they can take precautionary
measures and take the correct safetymeasures

38

Evaluation Item Implementation Status Implementation Status Implementation Status Deviations from “the Corporate Social
Responsibility Best-Practice Principles
for TWSE/TPEx Listed Companies”
and Reasons
Yes No Abstract Explanation
immediately in the event of an incident.
(6)To conduct regular staff health checks, testing of
drinking water quality, and workplace health
promotion to maintain the health of staff in the
workplace.
(7)In addition to health insurance for all employees,
the Company also provides group accident
insurance to protect the rights and interests of
employees.
(4)The Company has established an annual training
plan according to each function and level, and
arranged internal and external training or OJT (On
Job Training) to enable employees to maximize
their performance in their respective positions, so
that the Company and individuals can develop and
grow together.
(5)The Company has established a "Customer
Complaint Handling Operation Procedure".
The marketing and labelling of our products are in
accordance with relevant laws and international
standards.
(6)The Company has established the "Supplier
Selection Management System" and requires all
suppliers to provide products that comply with
international environmental regulations, and has
established relevant regulations in the contract. We
also require our suppliers to have a sound
management structure in terms of personnel and
environmental organizations.
















5.
Does the company make reference to
internationally accepted standards or guidelines
for thepreparation of reports,such asperpetual
ˇ The Company prepares a Corporate Social
Responsibility (Sustainability) Report each year and
discloses relevant non-financial information about the
None

39

Evaluation Item Implementation Status Implementation Status Implementation Status Deviations from “the Corporate Social
Responsibility Best-Practice Principles
for TWSE/TPEx Listed Companies”
and Reasons
Yes No Abstract Explanation
reports, which disclose non-financial
information about the company? Has a third
party assurance or assurance opinion been
obtained on the previously disclosed report?
Company. 2020 CSR reports were prepared in
accordance with GRI (Global Reporting Initiative)
standards and were validated by a third party verifier.
The 2021 sustainability report is also being prepared in
line with GRI standards and arrangements will be
made to obtain thirdpartyvalidation.
6. If the Company has its own CSR Best Practice Principles in accordance with the "Corporate Social Responsibility Best Practice Principles for
TWSE/GTSM Listed Companies", please explain the differences between them:
Although the Company does not have a CSR Best Practice Principles at the moment, its implementation is consistent with its spirit and there are no
significant differences. The Companywill implement them in the future accordingto the actual needs or regulations of the law.
7. Other important information to help understand the implementation of sustainable development.
The Company's plants in Taiwan and China continue to focus on the needs of the local community

In Taiwan: Sponsored the North Cross Walk for the physically challenged (NT$350,000), donated to the low-income households of Keelung City
Government (NT$160,000), donated to the low-income households of Keelung City An-Le District (NT$200,000), sponsored the meal together
for the elderly of Keelung City Zhonglun Volunteer Service Association (NT$40,000), and responded to the Baptist Church of Light and
Resurrection's initiative to co-sponsor the Hope Primary School in India (NT$100,000).

In mainland China, we have established the "Donation and Subsidy Scheme for Needy Students" and allocated over RMB1 million from 2010 to
2021 to subsidise more than 30 needy students to complete their studies. We have combined government resources to provide long-term support
to the disadvantagedgroups,activelyorganised staff toparticipate in communityactivities and donated materials and funds to orphanages.
  1. If the Company has its own CSR Best Practice Principles in accordance with the "Corporate Social Responsibility Best Practice Principles for TWSE/GTSM Listed Companies", please explain the differences between them:

  2. Although the Company does not have a CSR Best Practice Principles at the moment, its implementation is consistent with its spirit and there are no

  3. significant differences. The Company will implement them in the future according to the actual needs or regulations of the law.

  4. In Taiwan: Sponsored the North Cross Walk for the physically challenged (NT$350,000), donated to the low-income households of Keelung City Government (NT$160,000), donated to the low-income households of Keelung City An-Le District (NT$200,000), sponsored the meal together for the elderly of Keelung City Zhonglun Volunteer Service Association (NT$40,000), and responded to the Baptist Church of Light and Resurrection's initiative to co-sponsor the Hope Primary School in India (NT$100,000).

(7) The Company's performance and measures to ethical corporate management.

Evaluation Item Implementation Status Implementation Status Implementation Status Implementation Status (Note 1) Deviations from “the Ethical
Corporate Management
Best-Practice Principles for
TWSE/TPEx Listed Companies”
and Reasons
Yes No
Abstract Illustration
1.
Establishment of ethical corporate management policies and
programs
(1) Does the Company have an ethical corporate management policy
that has been approved by the Board of Directors and expresses
its policies and practices on ethical corporate management in
its regulations and external documents, as well as the
commitment of the Board of Directors and senior management
to actively implement the corporate management policy?
(2) Has the Company established an assessment mechanism for the
risk of unethical conduct,and regularlyanalyzed and evaluated

V
ˇ
(1) The Company has established the "Ethical Corporate
Management Best Practice Principles", which are based
on the business philosophy of honesty, transparency and
accountability, and has formulated policies based on
ethical integrity, and established good corporate
governance and risk control mechanisms to create a
sustainable business environment, which are disclosed on
the Company's website in 2020.

Follow the Company's corporate
management principles.
Follow the Company's corporate
managementprinciples.

40

Evaluation Item ImplementationStatus ImplementationStatus ImplementationStatus ImplementationStatus (Note 1) Deviations from “the Ethical
Corporate Management
Best-Practice Principles for
TWSE/TPEx Listed Companies”
andReasons
Yes No Abstract Illustration
(3) the business activities in the scope of business with a higher
risk of unethical conduct, and formulated a plan to prevent
unethical conduct, covering at least the preventive measures
under Article 7, paragraph 2 of "Ethical Corporate
Management Best Practice Principles for TWSE/GTSM Listed
Companies"?
Does the Company have defined operating procedures, conduct
guidelines, disciplinary and complaint systems for
non-compliance, and periodically review and correct the
foreclosure program in its unethical conduct prevention
program?
V (2) The Company has procedures and conduct guidelines for
preventing unethical conduct, and will provide guidance to
employees through internal mailings and conduct
guidance sessions for directors and supervisors through
external instructors.
(3) The Company's dedicated unit shall hold an annual internal
promotion and arrange for the chairman, president or
senior management to convey the importance of integrity
to directors, employees and appointees.
The Company shall incorporate integrity management into
employee performance appraisal and human resources
policies, and establish a clear and effective system of
rewards, penalties and grievances.
The Company shall dismiss or terminate the employment
of the Company's employees in accordance with relevant
laws and regulations or in accordance with the Company's
personnel policy in the event of a significant breach of
integrity.
The Company shall disclose on the Company's internal
website the title, name, date of violation, content of the
violation, and the circumstances under which the violation
was handled.



2.
(1)
(2)
(3)
(4)
Fulfill operations integrity policy
Does the company evaluate business partners’ ethical records
and include ethics-related clauses in business contracts?
Has the company established a special (part-time) unit under the
Board of Directors to promote corporate integrity
management, and regularly (at least once a year) reports to the
Board of Directors on its integrity management policies and
plans to prevent dishonest practices and monitor their
implementation?
Does the company establish policies to prevent conflicts of
interest and provide appropriate communication channels, and
implement it?
Hasthe Company established an effective accounting system and
internal control system for the implementation of ethical
corporate management, and has the internal audit unitdrawn up
an audit plan based on the assessment of the risk of unethical
conduct, in order to audit compliance with the plan for preventing
V
V
V
V (1) The Company assesses the legality and integrity of the
transactions between companies with which it has
business dealings before proceeding with subsequent
transactions. A ethical conduct clause is also included in
the signed commercial contract and is executed after
inspection by the legal unit.
(2) The Company has designated the Management Department
as a dedicated unit to promote corporate integrity
management.
No material breaches of integrity were identified during
2021 and a report on the implementation of the Company's
integrity policy was reported by the Board of Directors on
March 21 2022.
(3) The Company establishes and publishes an internal
independent whistleblower or statement mailbox
[email protected] and a hotline on the Company's website
and intranet site, or commissions other external
independent organizations toprovide a whistleblower


(1) Follow the Company's
corporate management
principles.
(2) Follow the Company's
corporate management
principles.
(3) Follow the Company's
corporate management
principles.

41

Evaluation Item ImplementationStatus ImplementationStatus ImplementationStatus ImplementationStatus (Note 1) Deviations from “the Ethical
Corporate Management
Best-Practice Principles for
TWSE/TPEx Listed Companies”
andReasons
Yes No Abstract Illustration
(5) unethical conduct,or has it engaged an accountant to perform the
audit?
Does the company regularly hold internal and external
educational trainings on operational integrity?
V mailbox or hotline for use by internal and external
personnel of the Company.
(4) The Company has established "Procedures and Conduct
Guidelines for Integrity Management" as the basis for
compliance with the Company's internal control system,
but has not yet established an audit plan for this purpose.
(5) The Company does not regularly conduct internal training
on ethical corporate management, but from time to time,
it participates in external explanatory meetings on ethical
corporate management.
(4) Follow the Company's
corporate management
principles.
(5) The Company will evaluate
whether to conduct internal
education and training on ethical
corporate management on a
regular basis in the future.
3.
(1)
(2)
(3)
Operation of the integrity channel
Does the company establish both a reward/punishment system
and an integrity hotline? Can the accused be reached by an
appropriate person for follow-up?
Does the Company have a standard operating procedure for the
investigation of the matters to be investigated, follow-up
measures to be taken after the completion of the investigation,
and relevant confidentiality mechanisms?
Does the company provide proper whistleblower protection?
V
V
V The Company has not established a specific reporting and
reward system, but encourages internal and external personnel
to report dishonest conduct or misconduct.
The Company has established and announced an internal
independent whistleblower mailbox [email protected] and a
dedicated hotline on the Company's website and intranet site
for the use of internal personnel.
The Company's personnel who handle reports shall declare in
writing that the identity of the whistleblower and the content
of the report shall be kept confidential, and undertake to
protect the whistleblower from being improperly dealt with as
a result of the report.
The Company currently conducts
the promotion of the Ethical
Corporate Management Best
Practice Principles and concepts
through its internal website. In the
future, depending on the
effectiveness of the promotion,
the Company will evaluate
whether it is necessary to establish
a reporting channel and a
disciplinary and complaint system
for violations of the Ethical
Corporate Management Best
PracticePrinciples.
4.
Strengthening information disclosure
Does the company disclose its ethical corporate management
policies and the results of its implementation on the company’s
website andMOPS?
V The Company currently conducts the promotion of the Ethical
Corporate Management Best Practice Principles and concepts
through its internal website.


Follow the Company's corporate
management principles.
5. If the company has established the ethical corporate management policies based on the Ethical Corporate Management Best-Practice Principles for TWSE/TPEx Listed Companies,
please describe any discrepancy between the policies and their implementation.:
The Company currently operates in accordance with the spirit of the Ethical Corporate Management Best Practice Principles, except that the Company has not established a dedicated
unit andhasnot established areporting channeland a disciplinary and complaint system for non-compliance with EthicalCorporateManagementBestPracticePrinciples.
6.Other important information to facilitate a better understandingof the company’s ethical corporate managementpolicies(e.g.,review and amend itspolicies).: None
  • (8) If the Company has set up corporate governance principles and relevant rules, the Company shall disclose methods for inquiry: None

42

(9) Other important information to facilitate better understanding of the Company's corporate governance activities may be disclosed here: The Company’s website.

43

(10) Implementation status of internal control system

1. Statement of internal control system

Date: March 24, 2022

The Company's internal control system for 2021, based on the results of self-assessment, hereby states as follows:

  1. The Company knows that it is the responsibility of the board of directors and managers of the Company to establish, implement and maintain the internal control system.The Company has established such system to reasonably assure the effectiveness and efficiency of operations (including profits, performance and asset security), report reliability, timeliness, transparency and compliance with relevant regulations.

  2. An internal control system has its inherent limitations. No matter how perfect the design is, an effective internal control system can only provide reasonable assurance for the achievement of the above three objectives. Moreover, the effectiveness of internal control system may vary with the change of the environment and situation. However, the Company's internal control system has a self-monitoring mechanism. Once the deficiencies are identified, the Company will take corrective action.

  3. The Company shall judge whether the design and implementation of the internal control system are effective or not according to the assessment items for the effectiveness of the internal control system stipulated in the “Regulations Governing Establishment of Internal Control Systems by Public Companies” (the Regulations). According to the assessment items adopted therein, the internal control system is divided into five elements based on the the process of management control: (1) environment control, (2) risk assessment, (3) control operation, (4) information and communication, and (5) supervision operation. Each component element also includes several items. For the above items, please refer to the provisions of the Regulations.

  4. The Company has adopted the above internal control system to assess the items and evaluate the effectiveness of the design and implementation of the internal control system.

  5. Based on the outcome of the foregoing assessment, the Company considers that the design and implementation of its internal control system (including supervision and management of its subsidiaries) as of December 31, 2021, regarding ther understanding of the effectiveness of operations and the extent to which efficiency objectives have been achieved, report reliability, timeliness, transparency and compliance with relevant regulations, are effective and that the system can reasonably ensure the attainment of the above objectives.

  6. This statement constitutes the main content of the annual report and the prospectus of the Company and is made public. If any of the contents disclosed above is found to be false, have concealment or other illegal matters, it will involve legal liabilities under Articles 20, 32, 171 and 174 of the Securities and Exchange Act.

  7. This statement was approved by the board meeting of the Company on March 21, 2022. Among the 7 directors present, no one held opposing opinions, while the rest agree with the content of this statement.

Lotes Co., LTD

Chairperson: Chu, Te-Hsiang

President: Ho, Te-Yu

44

  • 2.Where a certified public accountant is entrusted to examine the internal control system, the audit report shall be disclosed: N/A.

  • (11) During the most recent fiscal year or during the current fiscal year up to the date of publication of the annual report, the Company and its internal personnel have been punished according to the law or the Company has imposed punishment on its internal personnel for violating the provisions of the internal control system, been found to have major deficiencies and made improvements: none.

  • (12) During the most recent fiscal year or during the current fiscal year up to the date of publication of the annual report, important resolutions of the shareholders meeting and the Board of Directors meeting:

  • Contents of important resolutions of the Board of Directors and shareholders meeting

Sharehold
ers /
Board of
Directors
Meeting
Date Important Resolutions
Board of
Directors
Meeting
2021.03.24 1.The amount and method of compensation for employees, directors and supervisors
for the year ended December 31, 2020.
2.The Company's operating report, financial statements and consolidated financial
statements for the year ended December 31, 2020
3. Distribution of the Company's earnings for the year ended December 31, 2020.
4.To issue the "Statement of Internal Control System" of the Company.
5.To revise certain provisions of the "Articles of Incorporation" of the Company.
6.To amend certain provisions of the Company's "Rules of Procedure for Shareholders'
Meetings".
7.To establish the "Organizational Rules and Regulations of the Audit Committee" of
the Company.
8.To revise certain provisions of the Company's "Control over the Acquisition or
Disposal of Assets".
9.To revise the Company's "control over the lending of funds and endorsement and
guarantee".
10.To revise the "Election of Directors and Supervisors" of the Company.
11. The Company proposed to apply for a comprehensive credit line of NT$600 million
from South China Bank.
12,The Company intends to change its CPA.
13.To re-elect directors of the Company.
14.To convene the 2021 Annual General Meeting of Shareholders of the Company.
Board of
Directors
Meeting
2021.05.13 1. Intends to apply for a credit line of US$8,000,000 from Bank Sinopac and the
Company will provide a guarantee to the investee company.
2. To apply for a credit line of US$5 million from Citi (Taiwan) for Lotes Guangzhou
Co., Ltd., a 100% owned subsidiary of the Company, with the Company providing
an endorsement guarantee to the subsidiary.
3. Panyu Deyi, the Company's mainland reinvestment company, and Lotes Suzhou
Co., Ltd. intend to jointly invest in Lotes Zhongshan Co., Ltd. by contributing
RMB150 million (total RMB300 million) individually.
4. The Company proposed to issue new shares in cash and to issue the first domestic
unsecured convertible bonds.
Sharehold
ers
Meeting
2021.07.26 1. 2020 Business Report and Financial Statements.
2. Distribution of surplus for 2020.
3. Amendment to certain provisions of the "Rules of Procedure of the Shareholders'
Meeting" of the Company.
4. Amendment to certain provisions of the Company's Articles of Association.
5. Amendment to certain provisions of the Company's "Control over the Acquisition or
Disposal of Assets".
6. To amend the Company's "Control over the Lending and Endorsement of Funds and
Guarantees".
7. Amendment to the "Method of Election of Directors and Supervisors" of the
Company.
8. Election of the Company's directors.
Board of
Directors
Meeting
2021.08.3 1. To set the ex-dividend date for the Company's 2020 cash dividend.
2. The Company intends to abandon the subscription of the cash capital increase of its
subsidiary Lerain Technology Co.
3. The Company intends to appoint the fifth term of the Salary and Compensation
Committee.

45

Sharehold
ers /
Board of
Directors
Meeting
Date Important Resolutions
Board of
Directors
Meeting
2021.08.11 1. The Company's financial report for the second quarter of 2021.
2. The Company intends to apply for a credit facility of NT$100 million from China
Trust (renewal).
3. The Company intends to apply for a credit facility of NT$200 million and US$6
million from Bank Sinopac.
4. The Company intends to apply for a credit line of NT$200 million and US$6 million
from E-Sun Bank.
5. The Company intends to apply for a credit line of NT$200 million and US$6 million
from Bank Sinopac.
6. The Company applies for a credit line of US$10 million from Citi (Taiwan) for
Lotes Guangzhou Co., Ltd., a 100%-owned subsidiary of the Company, and the
Company provides an endorsement guarantee to the subsidiary.
7. The Company intends to apply for a consolidated credit line of US$7 million from
MegaInternationalCommercial Bank.
Board of
Directors
Meeting
2021.08.27 1. The Company's 2021 annual cash capital increase for employees and the allocation
of the amount of new shares to be issued to managerial employees are proposed.
2. Jiayu Investment Co., Ltd., a 100% owned subsidiary of the Company, intends to
abstain from subscribing for the cash capital increase of its subsidiary, Laida
Technology Co.
Board of
Directors
Meeting
2021.11.11 1. The Company's financial statements for the third quarter of 2021.
2. The Company provided an endorsement guarantee for its subsidiary, Lerain
Technology Co.
3. The Company intends to apply for a credit facility from Hua Nan Bank in the
amount of NT$600 million.
4. In order to meet the capital needs of Lotes Guangzhou Co., Ltd., the Company's
Mainland subsidiary, for the future expansion of its operating facilities and the flexible
use of the Group's working capital, the Company intends to apply for a loan from the
Company to its subsidiary, Panyu Deyi, within a limit of RMB50 million.
Board of
Directors
Meeting
2021.12.16 1. The Company's managers and employee compensation for 2020 and year-end
bonuses for 2021.
2. The Company provided an endorsement guarantee for its subsidiary, Lerain
Technology Co.
3. The Company intends to apply for a consolidated credit line of US$20 million and a
derivative trading line of US$5 million from Taipei Fubon Commercial Bank.
Board of
Directors
Meeting
2022.01.27 The Company intends to forgo the subscription of a cash capital increase for its
subsidiary, Lerain Technology Co.
Board of
Directors
Meeting
2022.03.03 The Company's proposed acquisition of real estate - land for factor
Board of
Directors
Meeting
2022.03.21 1. To approve the budget of the Company for the year 2022.
2. To approve the remuneration for the employees and directors of the Company for
2021.
3. The Company's 2021 Business Report, Financial Statements and Consolidated
Financial Statements.
4. Propose distribution of the Company's 2021 earnings.
5. Propose issuance of the "Statement of Internal Control System" of the Company.
6. Propose amendments to the Company's Articles of Incorporation.
7. Revise the Company's "Control over the Acquisition or Disposal of Assets".
8. Propose amendments to the Company's "Rules of Procedure of Shareholders'
Meetings".
9. To amend the Company's plan to issue new shares for cash and the first domestic
unsecured convertible bonds in 2021.
10. Propose to change its auditing accountant.
11. The Company's periodic evaluation of the independence and suitability of the CPA.
12. The Company intends to apply for a consolidated credit line of NT$400 million
and US$6 million from Bank SinoPac.
13. The Company applied to Citibank for a credit line of US$20 million for Lotes
Guangzhou Co., Ltd., a 100% owned subsidiary of the Company, and the Company
provided an endorsement guarantee to the subsidiary.
14. The Company's first domestic unsecured convertible bonds were converted into
new shares.
15. The Company's 2022 Annual General Meeting of Shareholders was held.

46

2.Review of the implementation of matters resolved at the 2020 annual general meeting of shareholders

ShareholdersMeetingResolutions ImplementationStatus
1. 2019 Annual BusinesGgs Report and Financial
Statement.
The Company’s 2019 operating revenue was NT$15,088,872
thousand, net income was NT$2,076,043 thousand and earnings
percommonstockwas NT$20.11.
2. 2019 Surplus Distribution.
In accordance with the resolution, the shareholders allotted a cash
dividend of NT$10.5 per share and a total of NT$1,086,517
thousandincash.
3. Amendment to the Company’s “The Rules of
Procedure ofthe Shareholders' Meeting.”.
Execute as resolved.
  • (13) During the most recent fiscal year and as of the date of publication of the annual report, the directors or supervisors disagreed with the Board of Directors on the adoption of a significant resolution and there is a record or written statement to the effect: none.

  • (14) During the most recent year and as of the date of this annual report, the resignations and terminations of the Company's chairperson, president, accounting supervisor, finance supervisor, internal audit supervisor and research and development supervisor were summarized as follows: None.

5. Accountants’ Information

  • (1) Information on CPA professional fees:
Unit: NT$ thousand
Audit Fee
Non-audit
Fee
Total
Remarks
5,355
70
5,425
Non-audit
fee
for
accountants to review
CB's submission

450
450Transfer Pricing and
Master File Reporting
Unit: NT$ thousand
Audit Fee
Non-audit
Fee
Total
Remarks
5,355
70
5,425
Non-audit
fee
for
accountants to review
CB's submission

450
450Transfer Pricing and
Master File Reporting
Unit: NT$ thousand
Audit Fee
Non-audit
Fee
Total
Remarks
5,355
70
5,425
Non-audit
fee
for
accountants to review
CB's submission

450
450Transfer Pricing and
Master File Reporting
Unit: NT$ thousand
Audit Fee
Non-audit
Fee
Total
Remarks
5,355
70
5,425
Non-audit
fee
for
accountants to review
CB's submission

450
450Transfer Pricing and
Master File Reporting
Accounting Firm Name of CPA Audit Period Audit Fee Non-audit
Fee
Total Remarks
KPMG Taiwan Li,Fung-Hui 2021 5,355
70

5,425

Non-audit
fee
for
accountants to review
CB's submission
Chung, Tan-Tan 2021
KPMG Taiwan 2021 450
450
Transfer Pricing and
Master File Reporting
  1. If the audit fee for the year of replacement of an accounting firm is less than the audit fee for the year before the replacement, the amount of the audit fee before and after the replacement and the reason shall be disclosed and the reason: N/A.

  2. If the audit fee is reduced by more than 15% from the previous year, the amount, proportion and reason for the reduction shall be disclosed: N/A.

  3. (2) Information on replacement of CPA:

  4. Regarding the former CPA:


shall be disclosed: N/A.
Information on replacement of CPA:
Regarding the former CPA:
Replacement Date February 21, 2020
Replacement reasons and explanations The Company's original CPAs were Chung, Tan-Tan and Chen, Fu-Wei from
KPMG Taiwan, who were rotated to meet the requirements of Statement of
Auditing Standards No. 46, the relevant laws and regulations of the competent
securities authorities and their risk management. The Company's CPAs have
been changed to Lee,Feng-Hui and Chung,Tan-Tan.
Describe whether the Company
terminated or the CPA did not accept the
appointment
Parties
Status

CPA
The Company
Termination of appointment
No longer accepted
(continued)appointment
Other issues (except for unqualified
issues) in the audit reports within the last
twoyears
None
Differences with the company Yes Accounting principles or practices
Disclosure of Financial Statements
Audit scope or steps
Others
None

47

Replacement Date February 21, 2020
Explanations
Other Revealed Matters (Article 10,
Subparagraph 6, Item 1-4 to 1-7 of this
Standard)
None
  1. Regarding the successor CPA:
garding the successor CPA:
Name of accountingfirm KPMG Taiwan
Name of CPA Lee,Feng-Hui
Date of appointment February21,2020
Consultation results and opinions on accounting
treatments or principles with respect to specified
transactions and the company's financial reports
that the CPA might issueprior to the engagement.

None
Succeeding CPA’s written opinion of disagreement
toward theformerCPA
None
  1. Letter of reply from the former accountants: N/A.

  2. (3) The Company’s Chairperson, CEO, CFO, and Managers in charge of its finance and accounting operations did not hold any positions in the Company’s independent auditing firm or its affiliates during the latest fiscal year :None.

  3. Transfer or pledge of shares by the company's directors, supervisors, managers and stockholders with more than 10% of the company's shares:

  4. (1) Changes in shareholding transfers by directors, supervisors, managers and substantial shareholders

Unit: shares

Title Name 2021 2021 As of March 31 of 2022 As of March 31 of 2022
Holding
Increase
(Decrease)
Pledged
Holding
Increase
(Decrease)
Holding
Increase
(Decrease)
Pledged Holding
Increase (Decrease)
Chairperson Jiaming Investment
Ltd.Rept.: Chu, Te-Hsiang
0 0 0 0
Chairman's legal
representative
Chu, Te-Hsiang
4,450 0
Director Jiaming Investment
Ltd.Rept.: Ho, Te-Yu
0 0 0 0
Chairman's legal
representative
Ho, Te-Yu
11,553 0 0 0
Director Tsai, Ming-Jui(Note 1)
(954) 0 0 0
Director JIN, CHAN-MING
(Note 1)
0 0 0 0
Director Hsieh, Chia-Ying(Note 2)
0 0 0 0
Director Chu, Chien-Chung(Note
2)
0 0 0 0
Independent Director Hsieh, Chia-Ying(Note 3)
0 0 0 0
Independent Director HU, REI-CHIN(Note 3) 0 0 0 0
Independent Director Wang, Jen-Chun(Note 4)
0 0 0 0
Independent Director Chiang, I-Cheng(Note 4)
0 0 0 0
Independent Director Wu, Chang-Hsiu(Note 4) 0 0 0 0
Spervisor and
Shareholder
Jin Ling Investment INC.
Rept.CHANG,
KUN-YAO (Note 5)
0 0 0 0

48

Title Name 2021 2021 As of March 31 of 2022 As of March 31 of 2022
Holding
Increase
(Decrease)
Pledged
Holding
Increase
(Decrease)
Holding
Increase
(Decrease)
Pledged Holding
Increase (Decrease)
Spervisor and
Corporate Rept.
CHANG, KUN-YAO
(Note 5)
0 0 0 0
Spervisor CHENG,
MING-SONG(Note 5)
0 0 0 0
Spervisor YANG, WEN-MING
(Note 5)
0 0 0 0
President Ho,Te-Yu 11,553 0 0 0
R&D Chief Chu, Te-Hsiang 4,450 0 0 0
President
OfficeAssociate
Manager
Chu-Chen, Yi-Hui
5,001 0 0 0
Sales Div.
Senior Vice
President
Tsai, Ming-Jui
(954) 0 0 0
Management
Department
Vice President
Lu, Chih-Cheng(6)
0 0 0 0
Management
Department
Vice President
Kung, Yung-Sheng
6,000 0 0 0
Management
Department
Associate Manager
Lin, Ching-Hao
0 0 0 0
Management
Department
AssociateManager
Lin, Tsun-Te
(1,000) 0 0 0
Management
Department
Associate Manager
Lin, Ko-Lun
0 0 0 0
Management
Department
Associate Manager
Lin, Yao-Ching
0 0 0 0
Sales Div.
1st Sales
OfficeAssociate
Manager
Wu, Yi-Chen
3,000 0 0 0
Sales Div.
2nd Sales
OfficeAssociate
Manager
Li, Cheng-Wen
0 0 2,000 0
Financing Dept.
Manager
Liu, Hsing-Hsia
0 0 0 0
Financing Dept.
Vice Manager
Liang, Shih-Yi
0 0 0 0
Audit Director Wang,Hsi-Hung 0 0 0 0
Management
Department
Associate Manager
LIU, CHI-HONG
2,000 0 0 0
Management
Department
AssociateManager
HO, CHI-HSIANG
0 0 0 0
Management
Department
Associate Manager
WU, YU-WEI(Note7)
0 0 0 0

Note 1: The Company vacated its directorship on July 16, 2021 following a general re-election of directors by the Board.

Note 2: The Company assumed the office of Directorship following the general re-election of Directors at the July 16, 2021 Board meeting, of which Mr. Hsieh, Chia-Ying was re-elected from Independent Director to Director.

Note 3: The Company assumed the office of Independent Director upon the general re-election of Directors on July 16, 2021, of which Mr. Hsieh, Chia-Ying was re-designated as a Director from Independent Director.

49

Note 4: The Company assumed the position of Independent Director upon the general re-election of Directors at the Board meeting on July 16, 2021.

Note 5: The Company did not have a Supervisor after the Audit Committee replaced the Supervisor function in the general re-election of Directors at the Board Meeting on July 16, 2021.

Note 6: Vice President Lu, Chih-Cheng retired on 2021.9.30. Note 7: Associate Manager WU, YU-WEI resigned on 2021.8.23.

(2) Information on Relative Persons Related to the Transfer of Equity.

Name Reasons for
Equity Transfer
Date Counterparties Relationship of Counterparties
to the Company, Directors,
Supervisors, Managers and
Shareholders Holding More
than 10% of the Shares
Shares Transactio
n Price
None None None None None None None
  • (3) Information on Relative Persons to the Equity Pledge: None

50

7. Relationship among the Top Ten Shareholders

April 19, 2022




April 19,2022 April 19,2022
Name Current Shareholding Spouse’s/Minor’s
Shareholding
Shareholding
by Nominee
Arrangement
Name and Relationship Between the Company’s Top Ten
Shareholders, or Spouses or Relatives Within Two Degrees
Remark
s
Shares % Shares % Shares % Name Relationship
Jinling Investment Co.
Ltd.
10,956,237 10.32% 0 0.00% 0 0.00% Ho, Te-Yu Jinling Investment Co., Ltd.
Chairperson
Chu, Te-Hsiang Jinling Investment Co., Ltd.
Supervisor
Chia Ming Investment
Ltd.
9,797,037 9.23% 0 0.00% 0 0.00% Chu, Te-Hsiang Jiaming Investment Co., Ltd.
Chairperson
Chu-Chen, Yi-Hui Jiaming Investment Co., Ltd.
Supervisor
New Labor Pension 7,444,367 7.01% 0 0.00% 0 0.00% None None
Dun Lin Investment
Co.,Ltd.
5,000,000 4.71% 0 0.00% 454,108 0.43% Ho, Te-Yu Jinling Investment Co., Ltd.
Chairperson
Cathay Life Insurance
Company,Ltd.
4,930,640
4.64%
0 0.00% 0 0.00% None None
Fubon Life Assurance
Co.,Ltd.
4,770,937
4.49%
0 0.00% 0 0.00% None None
Dechuan Investment
Co.,Ltd.
2,951,388
2.78%
0 0.00% 15,926 0.01% Chu, Te-Hsiang Jiaming Investment Co., Ltd.
Chairperson
Deutsche Bank to
manage Swedbank's
Robo Technology
Investment Account
2,600,000
2.45%
0 0.00% 0 0.00% None None
Investment account of
Deutsche Bank
entrusted to Richard's
Equity Trust for small
companies
2,100,000
1.98%
0 0.00% 0 0.00% None None
Old Labor Pension 2,029,882
1.91%
0 0.00% 0 0.00% None None
  1. Information on the number of shares of the company invested by the company, any of the company’s directors and supervisors and executive officers or a company directly or indirectly controlled by the company and consolidated percentage of shareholding:

The Company's shareholdings in the investee companies are 100% owned by the Company and no joint shareholding with others or other companies has occurred.

51

IV. Capital Overview

1. Capital and shares

(1). Source of capital

Unit: thousand shares/ $ thousand

Unit: thousand shares/$thousand Unit: thousand shares/$thousand Unit: thousand shares/$thousand
Date Insurance
Price
(NT$)
Authorized Capital Paid-in Capital Remarks
Shares Amount Shares Amount Sources of Capital (NT$) Capital
Increased by
Assets Other
than Cash
Other
76.12 5,000 5,000 $5 million capital stock of
establishment
Jian-San-Ding-Zi Letter
No. 344438 dated
December 1,1987
87.09 10,000
2.5

25,000

2.5

25,000
Cash capital increase of
$20 million
Jian-San-Ding-Zi Letter
No. 230910 dated
September 22,1998
93.09 10 12,012
120,120

12,012

120,120
Cash capital increase of
$95.12 million
Jing-Zhong-Zi Letter No.
09332670500 dated
September3,2004
93.10 10 44,500
445,000

44,500

445,000
Cash capital increase of
$324.88 million
Jing-Zhong-Zi Letter No.
09332928790 dated
October 27,2004
93.12 18 49,400
494,000

49,400

494,000
Cash capital increase of
$49 million
Jing-Zhong-Zi Letter No.
09333306580 dated
January 6,2005
94.10 10 61,000
610,000

52,320

523,200
Capitalization of retained
earnings of $29.2 million
Jing-Zhong-Zi Letter No.
09401205920 dated
October 17,2005
95.08 10 61,000
610,000

55,686

556,860
Capitalization of retained
earnings of $33.66 million
Jing-Shou-Shang-Zi
Letter No. 09501181500
datedAugust18,2006
95.08 16.5 61,000
610,000

59,166

591,660
Cash capital increase of
$34.8 million
Jing-Shou-Shang-Zi
Letter No. 09501185810
dated August 23,2006
96.03 10 61,000
610,000

60,349

603,493
Capitalization of capital
reserves of $11.83 million
Jing-Shou-Shang-Zi
Letter No. 09601038990
dated March 1, 2007
96.08 10 105,000 1,050,000
63,820

638,200
Capitalization of retained
earnings of $34.71 million
Jing-Shou-Shang-Zi
Letter No. 09601189090
dated August 6, 2007
97.01 41 105,000 1,050,000
71,174

711,740
Cash capital increase of
$73.54 million
Jing-Shou-Shang-Zi
Letter No. 09701004250
dated January 14, 2008
97.08 10 105,000 1,050,000
76,232

762,327

Capitalization of retained
earnings of $50.587
million
Jing-Shou-Shang-Zi
Letter No. 09701196230
dated August 5, 2008
98.12 14.98 105,000 1,050,000
77,104

771,041

Capitalization of
employee stock warrants
of$8.714 million
Jing-Shou-Shang-Zi
Letter No. 09801280550
datedDecember7,2009
99.02 116.5 105,000 1,050,000
83,104

831,041
Cash capital increase of
$60 million
Jing-Shou-Shang-Zi
Letter No. 09901038450
datedMarch 2,2010
99.09 140 105,000 1,050,000
93.104

931.041
Cash capital increase of
$100 million
Jing-Shou-Shang-Zi
Letter No. 09901213910
dated September 23,2010
100.01 10.98 105,000 1,050,000
93.313

933.139

Capitalization of
employee stock warrants
of $2.098 million
Jing-Shou-Shang-Zi
Letter No. 10001008880
dated January 17, 2011
100.08 10.98 105,000 1,050,000
93,477

934,779

Capitalization of
employee stock warrants
of$1.64 million
Jing-Shou-Shang-Zi
Letter No. 10001184600
datedAugust15,2011
108.01 140 155,000 1,550,000 103,477 1,034,779 Cash capital increase of
$100 million
Jing-Shou-Shang-Zi
Letter No. 10801009430
dated January23,2019
110.12 432 155,000 1,550,000 105,977 1,059,779 Capital increase in cash
NT$25 million
Jing-Shou-Shang-Zi
Letter No. 11001182950
dated Oct. 8, 2021
111.04 547.5 155,000 1,550,000 106,095 1,060,946 CB Conversion Shares Jing-Shou-Shang-Zi
Letter No. 11101057920
dated Apr. 19, 2022

52

Unit: shares

Unit: shares
Share Type Authorized Capital Remarks
Issued Shares Un-issued Shares Total Shares
Registered Shares 106,094,609
48,905,400
155,000,000

Summary of information related to the reporting system: N/A. (1). Shareholder structure


(1). Shareholder structure

(1). Shareholder structure
April 19,2022
Shareholder
structure
Item


Government
Agencies
Financial
Institutions
Other Juridical
Persons
Domestic
Natural Persons

Foreign Institutions
& Natural Persons
Total
Number of
Shareholders
4 138 57 3,626 322 4,147
Shareholding (shares) 10,267,479 20,103,932 31,034,534 7,932,562 36,851,255 106,189,762
Percentage 9.67% 18.93% 29.23% 7.47% 34.70% 100.00%

(2) Diffusion of ownership

April 19, 2022

2) Diffusion of ownership
April 19,2022
Class of Shareholding
(Unit: shares)
Number of
Shareholders
Shareholding (Shares)
Percentage
1- 999
2,157

231,565

0.22%
1,000- 5,000
1,413

2,390,650

2.25%
5,001- 10,000
144

1,045,421

0.98%
10,001- 15,000
67

809,724

0.76%
15,001- 20,000
59
1,020,916
0.96%
20,001-30,000 49 1,249,005 1.18%
30,001- 40,000 42
1,463,545
1.38%
40,001-50,000 21
973,683
0.92%
50,001- 100,000 67 4,768,321
4.49%
100,001- 200,000
49
7,191,483
6.77%
200,001- 400,000
40

11,365,841

10.70%
400,001- 600,000
12

6,005,925

5.66%
600,001- 800,000
5

3,563,811

3.36%
800,001-,000,000
8

7,082,168

6.67%
Over 1,000,001
14

57,027,704

53.70%
Total
4,147

106,189,762

100.00%

Diversification of shareholding in preference shares: N/A.

(4). List of major shareholders

Unit: shares April 19,2022 Unit: shares April 19,2022 Unit: shares April 19,2022
Shares
Major Shareholders

Shares
Percentage
Jinling Investment Co., Ltd. 10,956,237 10.32%
JiamingInvestment Co.,Ltd. 9,797,037 9.23%
New System Labour Retirement Fund 7,444,367 7.01%
Dunlin Investment Co.,Ltd. 5,000,000 4.71%
CathayLife Insurance Co. 4,930,640 4.64%
Fubon Life Insurance Co. 4,770,937 4.49%
Dechuan Investment Co.,Ltd. 2,951,388 2.78%
Deutsche Bank Custody of Swedbank Robb Technology Investment
Account
2,600,000 2.45%
SCB Custodianshipof Swedbank Robb Global Fund 2,100,000 1.98%
Old System Labour Retirement Fund 2,029,882 1.91%

53

(5). Market Price per share,net worth per share,earnings per share,dividends per share,and related information for the past 2 fiscal years

Unit: NT$


s




Unit: NT$
Item Year

2020
2021 As of March 31,
2022 for the year
Market
Price
per Share
HighestMrketPrice 488 774 774
Lowest Market Price 231.5 476 468
Average Mrket Price 359 625 621
Net Worth
per Share

Before Distribution
130.45 130.45
After Distribution 117.15
Earnings
per Share
Weighted Average Shares (thousand
shares)
103,478 104,204
105,978
Earnings
per Share
Before adjustment 26.41 33.32
After adjustment 26.34 32.69
Dividends
per Share
Cash Dividends 13.3 16.2
Stock
Divid
ends
Dividends from Retained
Earnings
Dividends from Capital Surplus
Accumulated Undistributed Dividends
Return on
Investment
Price / Earnings Ratio 13.59 18.76
Price / Dividend Ratio 26.99 38.58
Cash Dividend Yield Rate 3.70% 2.59%
  • (6). Dividend Policy and Implementation Status

  • The Company's Articles of Incorporation provide that the Company shall set aside not less than 3% of its annual profits for the remuneration of employees and not more than 3% for the remuneration of directors and supervisors. However, if the company has accumulated losses, it shall retain the amount of compensation in advance and allocate the remuneration of employees and directors and supervisors in proportion to the above. The above-mentioned employees' remuneration may be paid in stock or cash to employees of a subsidiary company who meet certain criteria.

    • If there is any surplus after the final settlement of each year, the Company shall first complete the tax contribution, make up the deficit of the previous year and set aside 10% of the surplus as legal reserve, except when the legal reserve has reached the total capital; if there is any surplus and the accumulated undistributed surplus, the Board of Directors shall prepare a proposal for the distribution of the surplus and submit it to the shareholders' meeting for resolution, and the shareholders' bonus to be distributed shall not be less than 20% of the net income after tax less the amount of legal reserve.

The Company will take into account the environment and growth stage of the Company and will expand its business in the future. The distribution of earnings should take into account the Company's future capital expenditure budget and capital requirements, and pay cash dividends of not less than 10% of the dividends distributed in the current year. 2.Proposed dividend distribution at the shareholders' meeting

  • To appropriate a cash dividend of NT$1,695,646,400 out of the 2021 surplus, to be allotted at NT$16 per share, and to authorize the Board of Directors to fix another dividend distribution base date upon the approval of the shareholders' meeting.

  • (7). Effect upon Business Performance and Earnings per Share of any Stock Dividend Distribution Proposed or Adopted at the Most Recent Shareholders’ Meeting: None.

  • (8). Employee Bonus and Directors' and Supervisors' Remuneration

  • Ratio or scope of remuneration for employees, directors and supervisors as set forth in the Articles of Incorporation: please refer to the description in (6) above.

  • The basis for estimating the amount of employee and directors’compensation, for calculating the number of shares to be distributed as employee compensation, and the accounting treatment of the discrepancy, if any, between the actual distributed amount and the estimated figure, for the current period:

  • In accordance with the Ji-Mi-Zi Interpretation Letter No. 052 of the Accounting Research and Development

  • Foundation (96), the Company estimates the amount of employee remuneration and directors' and supervisors' remuneration since January 1, 2008 and recognizes it as an appropriate accounting item under operating costs or operating expenses based on the nature of the employee remuneration and directors' and supervisors' remuneration. Any difference between the resolution of a subsequent shareholders' meeting and the estimates in the financial statements is treated as a change in estimates and recorded as profit or loss for the period.

  • Information on any approval by the board of directors of distribution of compensation:

  • (1) Amount of employee remuneration and directors' and supervisors' remuneration distributed in cash or shares. Proposed employee cash bonus of NT$122,062,000.

    • Proposed remuneration for directors and supervisors is NT$4,480,000.

54

  • (2) The amount of any employee compensation distributed in stocks, and the size of that amount as a percentage of the sum of the after-tax net income stated in the parent company only financial reports or individual financial reports for the current period and total employee compensation: the Company did not pay any employee stock dividends during the period.

  • Actual distribution of remuneration to employees, directors and supervisors during the prior year: The Company's net income after tax for 2020 was $2,732,361 thousand, and the Board of Directors resolved to distribute employee remuneration of $97,235 thousand and director and supervisor remuneration of $4,480 thousand for 2020, which is the same as the actual distribution of employee, director and supervisor remuneration totaling $101,805 thousand for 2020 as resolved by the Board of Directors and reported at the 2021 Annual Meeting of Shareholders.

(9). Share repurchases: None

  1. Issuance of corporate bonds: (1)Corporate Bond
Issuance of corporate bonds:
(1)Corporate Bond
Issuance of corporate bonds:
(1)Corporate Bond
Type of corporate bond
(Note 2)
First unsecured corporate bonds
Issue(Processing)Date Aug.19,2021
Nominal value NT$100,000
Place of issue and transaction(Note 3)
Issue Price Issued at 115.45% ofpar value
Total Amount Total denomination of the issue is NT$1 billion
Interest Rate Coupon rate 0%per annum
Term 3years /Expirydate: 19.8.2024
Guaranteed Institution None
Trustee Hua Nan Commercial Bank
Underwriter Yuanta Securities Co.
SignatorySolicitors Far East United Law Firm,CHIU,YA-WEN LAWYER
CPA KPMG
Li FungFai,CPA and Dan Dan Chung,CPA
Repayment Method The source of repayment of the Company's debts during the life of the debentures will
be charged to operating and financing activities
Unredeemedprincipal There is no outstandingbalance on the Company's initial issue of corporate bonds.
Terms of redemption or early settlement If the closing price of the Company's common stock on the TWSE exceeds the then
current conversion price of the Bonds by more than 30% (inclusive) for 30 consecutive
business days from the day after the expiration of three months from the date of
issuance (November 19, 110) until 40 days prior to the expiration of the issuance
period (July 10, 113), the Company may, within 30 business days thereafter, send the
Bonds by registered mail to (the holder of the Bonds (as stated in the Register of
Bondholders on the fifth business day prior to the date of mailing, or by way of
announcement for holders who subsequently acquire the Bonds through trading or
otherwise) a "Notice of Call" for the expiry of the 30-day period (the aforesaid period
shall be counted from the date of mailing by the Company and the expiry date of such
period shall be the reference date for the call of the Bonds, and the aforesaid period
shall not be the period of cessation of conversion under Article 9) The Company shall,
upon the expiry of such period, send a letter to the Counterparty and request the
Counterparty to announce and collect the Bonds from the Bondholders in cash at their
face value within five business days after the Bond Collection Date.
Restricted Terms None
Name of credit rating agency, rating date, corporate
bond ratingresult
NA
Other Rights Amount of ordinary
shares, overseas
depositary receipts or
other marketable
securities converted
(exchanged or warrants) as
at the date of printing of
the annual report
Conversion of
ordinary shares
211,862
Amount converted
($'000)
Conversion Price
i.e. issue price
(pershare)
Conversion of
ordinary shares
116,000 547.5 211,862
Method of issue and conversion
(exchange or share option)
Please refer to the issuance and conversion rules of the Company's
first domestic unsecured convertible bond issue in 2021.
Te method of issue and conversion, exchange or
subscription, the possible dilution of shareholdings by
the terms of issue and the effect on the interests of
existing shareholders
Based on the current conversion pric e, 1,614,611 shares will be
issued upon full conversion of the remaining bonds into ordinary
shares, representing an equity expansion rate of 1.50% (please
calculate based on the expected conversion of 1,614,611
shares/(current number of outstanding shares + expected conversion
of 1,614,611 shares)), which will have limited impact on
shareholders' equity.
Name of the custodian for the exchange of the subject NA

(2) Converted Corporate Bonds Information

55

Type of corporate debt
(Note 1)
Type of corporate debt
(Note 1)
First unsecured conversion of corporate bonds First unsecured conversion of corporate bonds
Item Year
2021
Current Year
(Note)
Market
price
(Note 2)
Highest 141 139.8
Lowest 113 124.4
Average 123.54 132.92
Conversion Price 547.5 547.5
Issue (processing) date and
conversion price on issue
2021/11/20
563.20 dollars
Manner of fulfilling
conversion obligations
(Note 3)
Issue of New Shares Issue of New Shares

(3)Reporting of corporate bonds issued: None.

  1. Issuance of preferred shares: None

  2. Issuance of global depository receipts: None

  3. Eemployee subscription warrants:

  4. (1) Eemployee subscription warrants

Eemployee subscription warrants:
1) Eemployee subscription warrants
Eemployee subscription warrants:
1) Eemployee subscription warrants
April 14,2018
Types of Employee Stock Option Warrants First (period)
Types of Employee Stock Option Warrants
Date of effective registration 2007.07.30
Issue date 2007.08.13
Number of units issued 1,253,000 units
(1,253,000 common stocks)
Ratio of subscribed shares issued to total number of shares
issued (Note1)

1.34%
Subscription Period
Within five years from the actual issue date
Exercise Method Issuance of new shares
Period and ratio in which subscription is restricted 70% after 2years;

100% after3 years
Numberofshares obtained 1,245,200
Amount of the shares subscribed 17,157,901
Numberofshares thathavenot beensubscribed 7,800
Subscriptionprice pershare ofthe unsubscribed shares 10.98
Ratio of the number of unsubscribed shares to the number of
issued and outstanding shares

0.01%
Date of effective registration This Stock Option Warrant shall be executed over five
years after the expiration of two years from the Issue

Date.
As of December 31, 2012, the remunerative employee
stock option plan has expired and the outstanding stock

options as of the expiration date are deemed to be
waived, therefore the unexecuted portion of the stock
options no longer has anyeffect on shareholders' equity.

56

(2) The names of the managers who acquired the employee stock options and the top ten employees who acquired the stock options, the acquisition and subscription status

Unit: shares; Unit: TWD

Unit: shares;Unit: TWD Unit: shares;Unit: TWD Unit: shares;Unit: TWD Unit: shares;Unit: TWD
Title Name Number
of shares
acquired

Ratio of
the number
of
subscribed
acquired
shares to
the number
of issued
and
outstanding
shares
Implemented (by2 years) Implemented (by 3 years) Not implemented


Number
of shares
acquired
Price of
shares
acquired
Amount
of shares
acquired
Ratio of the
number of
subscribed
shares to the
number of
issued and
outstanding
shares
Number
of shares
acquired
Price of
shares
acquired
Amount
of shares
acquired
Ratio of the
number of
subscribed
shares to the
number of
issued and
outstanding
shares
Number
of
shares
acquired


Price of
shares
acquired

Amount
of shares
acquired
Ratio of
the number
of
subscribed
shares to
the number
of issued
and
outstanding
shares
Manager Vice President,
Sales Dept.

Tsai,
Ming-Jui
371,000

0.40% 259,700 14.98 3,890,306
0.28%
111,300 10.98 1,222,074
0.12%
0 0 0 0
Management
DepartmentVice
President

Lu,
Chih-Cheng
Management
DepartmentVice
President

Kung,
Yung-Sheng
Management
Department
Associate
Manager
Lin,
Ching-Hao
Financing Dept.
Manager

Liu,
Hsing-Hsia
Financing Dept.
Vice Manager

Liang,
Shih-Yi
Staff
--
-- -- -- -- -- -- -- -- -- -- -- -- -- -- --
  1. Restriction on issuning of new employee option

  2. Share issuance of merger company

  3. Implementation of the capital utilization plan: N/A.

57

V. Overview of Business Operations

A.Description of the business

  • (1). Scope of business

  • Main business operation and sales ratio

  • (1) Main operation for businesses

    • A. Trading of various hardware parts and tool parts.

    • B. Trading, manufacturing and processing various terminals and their finished connectors.

    • C. Trading, manufacturing and processing electronic components.

    • D. Trading, manufacturing and processing precision tooling.

  • (2) Main products and their sales ratio

Unit: 1,000 TWD

2021 Net Operating Sales
Major products Sales Ratio (%)
(Note)
Connectors
(with cables)
20,832,390 97.38%
Other Electronic Components
559,527
2.62%
Total 21,391,917 100.00%

2. The Company’s current products and services

The Company’s products are various connectors and components for computers, communications and mobile phones, and consumer electronic.

  1. New products and services in planning

In order to continuously provide high quality products to clients, the Company continue to improve comprehensively on its process standard and energy in design, manufacturing process, quality control and testing, and to achieve the goals of high growth. Sparing no effort in developing new products, it keep developing towards fine pitch and high-density connectors. To match the future market trend of high speed connectors, it has recently been further developed into more actively engage in analyzing high-current, high-frequency connectors and developing capability to meet the market demand. In addition, to expand product lines and market scale, the Company had successfully developed the relevant connectors required for high-frequency server, automobiles, high-speed transmission devices and the latest transmission interface Type-C.

  • (2). Overview of the industry:

  • (1)Status and development trends of the industry

Electronic connectors (cables) refers to all the connecting elements and accessories used for electronic signals and power supplies, whose main function is to provide a separable interface between two subsystems within an electronic system to enable the smooth transmission of signals or power. As electronic connectors (wires) are considered to be the bridge for all signals and are used to connect components to each other, the quality of the product is clearly related to the reliability of the signal transmission, which in turn affects the operation of the entire electronic machine. The downstream market for electronic connector (wire) products is very broad. They are used in a wide range of applications, including chip and component connections, PCB (Printed Circuit Board) board-to-board connections, host and I/O (Input/Output) connections, external power supply and external signal connections, etc. Currently, they are mainly used in personal computer (PC) and peripheral, network communications, automotive electronics (AE), green energy, consumer electronics, etc. Peripherals, network communications, automotive electronics, green energy, consumer electronics, etc.

According to a research report by Taiwan Economic Research Institute (TEI), as the COVID-19 epidemic outbreak in 2020, the home economy is booming and home working and telecommuting have become the new norm in life, leading to a surge in demand for DT/NB/Tablet products and servers for medium and large data centres worldwide, which in turn effectively drives the replacement of connectors (cables) with high speed, high frequency, durability and miniaturization (e.g. board-to-board connectors). The lack of effective control of the epidemic has led to varying degrees of closure in major economies, resulting in some disruption of logistics and limited cargo/vessel traffic at local gateways. In view of the overall economic downturn and the uncertainty brought about by the epidemic, the general public is less willing to spend on traditional end-use products such as automobiles and household appliances, resulting in the combined revenue growth of the major players in the connector industry in Taiwan being under pressure.

However, demand for Apple's True Wireless Stereo (TWS) Airpods continues to be strong, with the launch of the 5G version of the iPhone, which comes with a braided cable charging cable, and the iPad Air4, which will be the first to introduce a USB-C port, in the fourth quarter of 2020. Intel and AMD are accelerating their CPU upgrade process in the notebook and server sectors respectively, while China's new infrastructure policy has led to a significant recovery in the new energy vehicle, smart manufacturing and 5G base station markets. Most manufacturers have made significant achievements in developing niche applications in green energy (e.g. wind and solar power), home healthcare (e.g. respirators) and industrial control (e.g. semiconductor devices). The gross margins of most major players in the Taiwan connector industry are estimated to increase significantly in 2020 compared to 2019, resulting in significant growth in their combined industry profitability. Foreign exchange losses arising from the significant appreciation of the New Taiwan dollar since 2020 have had a significant impact on the net profit of major

58

manufacturers (attributable to the owners of the parent company) in the current period.

==> picture [467 x 335] intentionally omitted <==

With the saturation of these markets, many connector companies are now moving to other electronic product markets. In recent years, the connector companies have stepped up their operations in the fields of 8 electric vehicles, 5G infrastructure and high-current connectors for smart grid.

(a) High Frequency and High Speed Technology The future is the generation of 5G high-speed and high data capacity communication network, and the network world is everywhere. Compared with the previous generation of mobile networks, 5G communication will carry the technology of large data and high transmission efficiency, so in the era of 5G Internet, the connector technology also needs to enhance the "speed" function. The number of 5G users will multiply rapidly in the future, and 2020 is also a critical time for deployment.

(b) Higher accuracy and lower cost In the future smart era, connectors will require more accuracy, such as car safety in the car network. The automotive connector market is a very large market, and with the trend toward electric vehicles, connectors will be more accurate and the market will become more popular than ever.

(c) More compact design technology In the era of high speed transmission of big data, a fiber optic equipment device may have multiple very small connectors to achieve higher performance transmission connections.

59

(d) Automated production technology With the move toward automated industrial production, connectors will become an important force in the development of modern industry with the support of precision machining technology, advanced mold design, and advanced CAD.

(2)Connection between upstream, midstream and downstream industries

==> picture [449 x 364] intentionally omitted <==

(3) Various developing trends of products

Connectors are widely used in automobile and computer peripherals application, communication data application, industrial, aerospace & defense, transportation, consumer electronics, medical, instruments, commercial equipm ent and more. However, with in-depth analysis, the strongest growths are application in automobile, communication equipment, and consumer electronics. Other applications such as computers or instruments are showing signs of saturation.

With the development of technology in the electronics industry, there are more and more diversities. In the trend of requiring high-speed, miniaturized and even energy saving electronic products, some connectors have different performance requirements than before, hence increasing the development difficulties, yet at the same time, it has become the key to whether manufacturers could survive in competitions within the industry. Meanwhile, in response to the trend of developing thinner consumer electronic devices, up to date, the thickness of connectors has been reduced to within one inch. In addition to manufacturers re-layout product designs, changing component types and implementing stronger new components, the connection between components has become significantly important. Thus the connectors in thin equipment do not only need to have the ability of high-speed data transmission, but only the structural design of high pin count and fine pitch to satisfy the dual requirements for thickness and performance of the new generation electronic devices.

(4)Competition of the products

Looking at the changes in layout of the connector industry for the past 20 years, the market share of large manufacturers continues to rise. The top ten manufacturers in global connector

60

market are TE Connectivity, Amphenol, Molex, Delphi, Foxconn Technology Group, Yazaki Corporation, JST Mfg., JAE, Hirose Electric and Sumitomo Wiring Systems, Ltd.. The U.S. is the world's largest supplier of connectors, Japan ranks second. And Foxconn Technology Group is the only domestic connector manufacturer included in the top ten connector manufacturers in the world. Domestic connector manufacturers have benefited from the recent year’s transformation of applications in different fields such as electric vehicles, NetCom servers, new high-speed transmission mechanism of Type C and industrial wire harness. And the benefits have gradually shown in profitability. Although with the rise of China’s red supply chain, the status of four major monopolies, namely the U.S., Japan, South Korea and Taiwan have begun to loosen up, international giants are fighting it through expedite consolidation and adopt expansion and saving. However for smaller scaled domestic manufacturers, with technology and production capacity, only by taking advantage of Chinese manufacturers’ advantages in market and channels could they increase their competitiveness.

(3). Overview of technologies and R&D:

  • (1) Technical levels of business operations

There are various types of connectors with continuously innovative products. Its technical development could be summarizing into two major outlines, one is the development of fine pitch and low profile, the other one is the development of high frequency. Under the market demand of high transmission speed and fine, compact, thin structured connectors, high frequency problems such as crosstalk noise, signal attenuation, electromagnetic interference, etc., have become the Company's development focus.

  • (2) R&D Overview

In order to continuously provide high quality products to clients, the Company continue to improve comprehensively on its process standard and energy in design, manufacturing process, quality control and testing, and to achieve the goals of high growth. Sparing no efforts in developing new products, it keeps developing towards fine pitch and high-density connectors. Recently, to further satisfy the market’s demand and cooperate with high-speed connector Type-C, WLAN and automotive connectors, the Company is actively cultivating the ability to analysis and experiment high frequency connectors. In addition, to expand product lines and market scale, the Company had successfully developed the relevant connectors required for NB, servers, mobile communication industry and automotive application industry.

(3) Research and development expenses for recent years and as of the publish date of prospectus


Unit: NT$ thousands

Unit: NT$ thousands

Unit: NT$ thousands
2021 2022 Q1 (Note)
R&D Costs 2,030,576
R&D Costs to Operating
Revenues
9.49%

Note: As of the date of publication of the annual report, the Company has not yet issued financial statements for the first quarter of fiscal year 2022.

(4) 2021 R&D Achievements

A Carrier for AMD's newgeneration SP5 CPUprocessors
B New generation multi-functional high-bandwidth
connection high-speed device TBT4.0 electrical connector
C
New Generation LGA 4926 Multi-Core High-Bandwidth
Server CPU Chassis
D AMD Next Generation Carrier for Desktop High Speed
CPU Processors
E AMD's new generation of SP5 server CPU holders
  • (4). Long- and short-term business development plans:

  • A. Marketing Strategy: Develop products according to customers' individual needs.

  • B. Production Strategy: Reinforce the efficiency of production bases, reduce costs, improve instrument calibration capabilities, establish a measuring technology system and develop image measuring technology.

  • C. Development Strategy: Develop towards high-frequency and high-speed transmission

  • connectors fields.

  • D. Financial Planning: Establish close cooperation with financial institutions, and fully make use of financing channels in capital market.

  • Long-term business development plans

  • A. Marketing Strategy: Head towards globalization and strengthen the LOTES brand.

  • B. Production Strategy: Reinforce production process and expand automated production equipment.

  • C. Development Strategy: Expand the development of connectors and related modules for the related product markets in communication industry, consumer electronics, and the automotive industry.

  • D. Financial Planning: Finance through multiple channels and fully plan funds, creating a sounded

61

financial structure

B. Overview of market, production and sales:

(1). Market analysis:

  1. Sales Region:
financial structure
rview of market, production and sales:
Market analysis:
. Sales Region:
financial structure
rview of market, production and sales:
Market analysis:
. Sales Region:
financial structure
rview of market, production and sales:
Market analysis:
. Sales Region:
Unit: 1,000 TWD
Year
Area
2020 2021
Amount % Amount %
Domestic 1,155,725
6.68
2,370,643
11.08
Export 16,135,607
93.32
19,021,274
88.92

Total
17,291,332 100,00 21,391,917 100,00

2. Market share

With the development of downstream industries and the progress of the connector industry itself, connectors have become a bridge for the stable flow of energy and information in equipment, and the overall market size has basically maintained a steady growth. According to Bishop & Associates, the global connector market reached US$72.2 billion in 2019, up 8.2% from 2018, and is estimated to be around US$76.7 billion in 2020. It is estimated that the global market share of the Company and its subsidiaries was approximately 0.79% in 2020, and as the Company and its subsidiaries continue to expand their business, the overall operation and market share should stabilize.

  • 3.Market supply and demand situation and growth in the future

  • (1)Global market overview

In terms of the global market size of connectors, the application of electronic connectors (cables) has gradually expanded from 3C to high value-added fields such as artificial intelligence, fiber optic communication, industry 4.0, automotive electronics, medical, green energy, aerospace and 5G since 2016. This has led to a new wave of rapid growth in the global and Chinese connector market. According to the Foresight Industry Research Institute, the global market size of the connector industry reached US$68.8 billion in 107, with an annual growth rate of 9.21% and a CAGR of 6.79% from 2014 to 2018. The CAGR from 2014 to 2018 was 6.79%.

In terms of emerging applications, automotive manufacturers continue to upgrade the specifications/functionality of their communication and entertainment systems and safety control systems. The emerging application areas include automotive manufacturers who continue to upgrade the specifications/functions of their communication and entertainment systems and safety control systems, as well as the major connector (wire) manufacturers who are optimistic about the development of automotive applications such as self-driving cars and electric vehicles, and the higher gross margins of ADAS-related products. In addition, ADAS-related products have higher gross profit margins, and major countries have recently introduced policies to support the development of automotive connectors. Automotive electronic connectors accounted for 22% of the global sales of connectors in 2018, with a CAGR of 8% from 2014 to 2018.

According to the China Business Industry Research Institute, the automotive sector (23%) continued to account for the largest share of the global market in 2018, while communications (21%), consumer electronics (15%), industrial (12%), transportation (7%) and military (6%) were the second to sixth largest applications in 2018. The consumer electronics segment showed a significant increase in market size compared to 2017, as Type-C physical ports were confirmed as the industry standard, resulting in a significant increase in demand for converters and integrated expansion docks for related products. The global automotive market has been in a more pronounced downturn in 2019, resulting in slower demand for connectors (cables) in the automotive electronics sector. In the communications sector, it is expected that some of the 5G and WiFi 6 opportunities will begin to emerge. In the consumer electronics sector, as the integration of major high-speed interfaces begins to accelerate, and the market penetration of USB Type-C connectors and interfaces, which have become an international standard, can be effectively increased, thus increasing the sales momentum of connector (cable) products for related applications

(2)Market supply and demand situation and growth in the future

The connector market will exceed US$60 billion in 2019 and GMI estimates that it will exceed US$75 billion by 2026, representing a compound annual growth rate (CAGR) of 7.2%. Growing demand for high-speed data transmission will drive the growth of the connector industry. The global connector industry has undergone significant changes in the last decade, mainly due to the growing use of several types of connected devices. Booming telecoms, cloud computing and automotive sectors significantly increase global connector market demand, as the new pandemic, global economic slowdown and GDP declines in major economies in the first half of 2020 hinder industry growth.

Global Connectors Market Size and Annual Growth

62

==> picture [473 x 255] intentionally omitted <==

Resource: Global Market Insights

The connector industry has successfully penetrated the supply chains of major international companies such as NVIDIA, Amazon and Tesla in smart manufacturing, smart grid, cloud and Internet of Things, smart car, fiber optic and smart wearable applications, and has gained a significant position. In response to the surge in artificial intelligence (AI), high-definition video and audio streaming and online live streaming, and high-speed data computing and transmission applications, major manufacturers are actively launching new products that will drive a wave of server replacements in enterprises and data centres. As IOT applications such as automotive, industrial and medical applications continue to grow, Taiwanese manufacturers are actively developing connectors for AI artificial intelligence, e-sports market, smart manufacturing, Internet of Things, optical fiber, smart wear, self-driving cars, drones and other device applications. The continued evolution of various high frequency transmission interface technologies, the new trend of connector/sensor integration and the move towards soft electronics in connectors are expected to provide new drivers for the connector industry and bring a new wave of market growth.

Although the US-China trade friction has a directly negative impact on domestic connector manufacturers with China’s automobile market as their main sales (automotive connectors are listed in both the U.S and China’s additional tariff lists), and the mid to low-end 3C application businesses facing fierce competition from their Chinese peers, the main domestic connector (wiring) manufacturers, however, had not only prepare production bases globally in advance to soften the impact of unstable international political and economic situation, but also had effectively optimized their products dedicating in increasing the sales proportion of high niche application connector (wiring). Meanwhile, through providing localized and customized solutions and value-added services to local customers to enhance competitiveness, thus making the industry having certain support from production and marketing.

  1. Competitive niche

  2. A. Technical capabilities for quick tooling development

Connectors are assemblies of injection molded plastics and terminals. The processing technique of the plastic materials related closely to whether a fine pitch, high density and high temperature resistance semi-finished product can be produced. For the processing of terminals, in addition to considering the contact resistance and high pullout resistance of the metal materials, it has to be bended to a suitable angle per customers’ requests. In order to have connectors meet its required design and specifications and quality stability, the technical capabilities come from the design and development of molds and fixtures. The Company has years of experience in tooling development, terminal stamping and plastic injection molding, which enables us to quickly develop and design various molds and fixtures to cooperate into production. Therefore, despite the rapid market change and the diverse but small in quantity customer needs, the capabilities of new product development allows the Company to make immediate responses to the market change and have better timing.

B. Possession of various and numerous patents

The development of new products and the technological advancement are very important to electronic connector manufacturer, especially in the acquisition of patents to protect the company’s intellectual property rights. The Company, focusing on product research and development, has an excellent research and development team. Including internal design and development and the products developed in cooperation with customers, the Company would apply for patents for these technologies to protect the Company’s products’ competitive advantages and to avoid plagiarism from other peers within the industry. The Company currently possess over one thousand patents

63

across Taiwan, China, U.S and other areas, and the number of patents is steadily increasing by year.

  • C. Possessing a solid source of customers that is beneficial to other new product sales

The quality of the connector products has a decisive influence on the signal transmissions between electronic devices, thus the customers having a considerable level of quality requirements and standards for suppliers. The Company's customer base includes international manufacturers of electronic products for information and communications, making the Company’s products more international, which becomes one of the bases for establishing in the industry. Currently, the Company will not only continuing to cooperate with existing clients, but also expecting to establish a more diversified customer source from application product manufacturers in order to create a more substantial source of operating income, to set the product with more international and cross-industrial features, and to enhance strength for future market expansion.

  • D. Possession of a complete production line, vertically integrating plastic molding, stamping, die and mechanical

  • components.

The Company is fully functional with R&D team designing products, stamping molds, plastic molds, and injection molding, stamping of terminals and other metal structures, electroplating processing, assembling jigs, and finished product processing, and have the Company’s precision laboratory equipment test to ensure the stability of product quality. In response to the developing trend of expediting product innovation and product differentiation, currently the Company’s research and development heads toward the developing of precision connectors with fine pitch, low height, low contact resistance, resistance to high insertion force, high insertion frequency, environmental resistance and high frequency stability. Therefore, in addition to grasping opportunities to meet market demand of having lighter, thinner, shorter and more compacted products, the Company could expand the its connector product application market providing downstream customers services with a complete product line.

  • E. The Company focuses on self-capacity expansion and development of new products

The Company has a strong R&D team, which can provide supports between the head office and subsidiaries according to project needs. Hence having the capabilities of rapid product development that allows product to be completed in three months from design to having a physical product; at the same time, possess the research and development abilities to design multiple new products at once. The Company also invest in precision experimental equipment to ensure the functional stability of the products. As for production capacities, the company is set up as a one-stop production; all steps can be completed within the Company, from design, development, manufacturing to shipment and other operations. Based on “Copy exactly”, the Company can also meet the customers’ needs of rapid production capacity expansion.

  1. Positive and negative factors for future development

  2. (1) Positive factors

  3. A. In terms of industry development trend, connectors are critical components of computer and its peripheral, mobile phones, digital cameras, PDAs, and other electronic products. The recovery of global information and communication industries will prompt the growth for demand in electronic component market; therefore, the connector industry still has considerable room to grow in the future.

  4. B. In terms of business strategy, in response to the pressure of cost competition, and considering the reduction of labor and material costs, the Company has adopted the model of dividing operations cooperating between Taiwan and China, thus maximized benefits by effectively using organization resources and reducing production costs.

  5. C. In terms of product competitiveness, the Company has complete production lines. The current produced connector products are applicate in multiple electronic industries including information and communication, and the quality of products is recognized by major manufacturers of downstream application products.

  6. (2) Negative factors

    • A. As the information industry blooms, the rapid change of related electronic product, in order to satisfy the customers’ need of diversified products; Products need to be constantly innovated, leading to the short life cycles of information products. If a company fails to launch new products in a timely manner, it will not be able to grasp market opportunities, which results in losing market competitiveness.
  7. B. Global information and communication system manufacturers are becoming larger. The Company’s capital is relatively low comparing to major international manufacturers, making it difficult to carry out large-scaled new product development projects.

  8. C. The wage cost of domestic labor remains high, increasing the Company's operating costs.

  9. D. There are many manufacturers in the country engage in connector manufacturing. The profit are getting

  10. thinner due to high product homogeneity and the fierce price cut competition from peers.

  11. (3) Response to such factors

  12. A. Continue to develop and improve existing products, maintain good partnership with major international manufacturer, enhance acuity to the market, fully grasp product trends, follow the growing trend of information and communication products, and to research and develop related niche products.

  13. B. Strengthen strategic partnership with international manufacturers, in addition to developing new products, it is to enhance product quality and maintain customer satisfaction, and stabilize market competitiveness. Furthermore, by listing stocks, the Company may raise long-term funds in the capital market, reduce capital costs, and invest in production equipment to expand production capacity and increase research and development funds, expand the scale of operations, making the Company’s products being more competitive.

  14. C.Through establishing production bases in China, the Company may engage in manufacturing connector-related products, thus to reduce production costs and reduce the impact of rising domestic wages.

  15. D.In terms of design, it is focused on the particularity of products and to achieve competitive advantages in saving materials and labor.

64

  • (2). Usage and manufacturing processes for the main products

  • Main usage

Main products are electronic connectors, providing current and signal transmission for various electronic products.

2. Manufacturing process

==> picture [302 x 127] intentionally omitted <==

----- Start of picture text -----

Product design Plastic and stamping die Plastic injection, Electroplating Quality inspection Storage and
----- End of picture text -----

65

3. The Supply Status of the Major Raw Materials

The company's main raw materials for production are copper, plastic pellets and steel. Therefore, the top suppliers with highest procurement amounts are all suppliers for copper, plastic pellets and steel. These suppliers are long-term partners for years with substantial sources. Considering the quality of raw materials, pricing and cooperation may affect the change in suppliers, there is no concentration risk for material outage due to purchasing from a small number of suppliers.

  1. A list of any suppliers and clients accounting for 10 percent or more of the company's total procurement (sales) amount in either of the 2 most recent fiscal years, the amounts bought from (sold to) each, the percentage of total procurement (sales) accounted for by each

  2. (1) Customers accounting for 10% or more of the Company's total sales in the last two years

Unit: NT$ thousands

Unit: NT$t
2019 2020 2021Q1
Item Company
Name
Amount Percentage
of net sales
for the year
(%)
Relation
With Issuer

Company
Name
Amount Percentage
of net sales
for the year
(%)
Relation
With
Issuer
Company
Name
Amount Percentage
of net sales
for the year
(%)
Relation
With Issuer
1 Company
A
1,860,627
10.76%

None
Company
A
2,135,875
9.98%

None
2 Company
B
1,179,680
6.82%

None
Company
B
1,572,919
7.35%

None
3 Company
C
1,132,292
6.55%

None
Company
C
1,368,583
6.40%

None
Others 13,118,733
75.87%
Others 16,314,540
76.27%
Total 17,291,332
100%
Total 17,291,332
100%

Note: As of the date of publication of the annual report, the Company has not yet issued its financial statements for the first quarter of 2022.

(2) Suppliers accounting for 10% of the Company's total shipments for the last two years

66

Unit: NT$ thousands

2020 2020 2021 2021 2021 2022Q1 2022Q1
Item Company
Name
Amount Percentage
of net
purchases
for the year
(%)
Relation
With Issuer

Company
Name
Amount Percentage of
net purchases
for the year
(%)

Relation
With
Issuer
Company
Name
Amount Percentage
of net
purchases
for the year
(%)
Relation
With Issuer
1 Company A
197,915

4.06

None
Company
C
267,064
3.37

None
2 Company B 155,100
3.18

None
Company
A
261,088
3.29

None
3 Company
C
151,774
3.11

None
Company
D
253,416
3.20

None
Others 4,370,409
93.73

Others 4,370,409
90.14

Total 4,875,198
100.00

Total 7,927,626
100.00

Note: As of the date of publication of the annual report, the Company has not yet issued its financial statements for the first quarter of 2022.

67

5.Production value for the past two years

The Company mainly receive orders while the reinvestment companies at a third area in China, Lotes Guanghou Co., Ltd and Lotes Suzhou Co., Ltd act mainly as production center 6. Sales value for the past two years

Unit: thousand units/$thousand Unit: thousand units/$thousand Unit: thousand units/$thousand Unit: thousand units/$thousand Unit: thousand units/$thousand Unit: thousand units/$thousand Unit: thousand units/$thousand Unit: thousand units/$thousand
Year
Sales
Volume
Major Poducts
2020
Domestic Sales
Export
Quantity
Quality
Quantity
Quality
2021
Export Domestic Sales Export
Quality Quantity Quality Quantity Quality Quantity Quality
Connectors & Cables 64,137
1,071,142

2,542,563

15,692,970

122,783

2,170,817

3,327,377

18,660,632
Others 1,546
84,583

10,768

442,637

3,223

199,826

10,543

360,642
Total 65,683
1,155,725

2,553,331

16,135,607

126,006

2,370,643

3,337,920

19,021,274

C. Employee information

As of March 31,2022 As of March 31,2022 As of March 31,2022 As of March 31,2022
**Year ** 2020 2021 As of March 30, 2022
Staff
Number
Management 99 104 105
Generalstaff 5,927 7,021 7,067
Operators 4,343 5,561 5,912
Total 10,399 12,686 13,084
Average Age 31.84 32.06 32.23
Average Seniority 3.36 3.24 3.20
Education PhD 0.05% 0.07% 0.08%
Master 1.08% 0.86% 0.81%
Bachelor 18.75% 17.87% 17.34%
HighSchool 19.83% 19.27% 18.51%
Below 60.28% 61.92% 63.25%

D.Disbursements for environmental protection

In the most recent year and as of the date of publication of the annual report, the Company’s total amount of losses and punishments due to environmental pollution, and state counter measures for the future and possible expenses: None.

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E. Labor relations

  • (I)Various employee welfare measures, education, training, retirement system and implementation. And

  • labor-management agreement and protection of employee rights.

  • Employee welfare measures

(1) Establish an employee welfare committee in accordance with the law and implementing all employee welfare measures such as subsidy allowance for wedding, funeral, birth, injury and gifts for labor day, Dragon Boat Festival, Mid-Autumn Festival, etc.,.

  • (2) Insured with labor insurance and national health insurance in accordance with the law to protect employees.

    1. Education and training

In order to increase employee quality and working skills, reinforce the working efficiency and quality, the Company implements pre-employment guidance and training for new employees when they arrive, conduct irregular internal education and training for all employees, and select employees for external education and training programs according to their various expertise, with expectation to cultivate outstanding professionals, and then to further increase operational performances and effectively develop and utilize human resources.

  1. Retirment system and implementation

The Company has established employee retirement measures in accordance with the “Labor Standards Act”. According to the retirement measures, the pension is calculated based on the employees’ years of service and the average salary of the six months before retirement. In accordance with regulations, the Company set aside a monthly labor retirement reserve and has it managed by the Supervisory Committee of Business Entities’ Labor Retirement Reserve, and deposits it into the Central Trust of China in the name of the committee. Since the implementation of "Labor Pension Act" on July 1st, 2005, the Company also set aside a 6% pension for employees applied to the Act.

4.Labor-management agreement and protection of employee rights

The company has always upheld the concept of labor-management harmony. All operations are conducted in accordance with the regulations of the “Labor Standards Act” with regular labor-management meetings held. Therefore, the internal communication channels are open and so far no labor disputes occurred.

(2)In the most recent year and as of the date of publication of the annual report, the Company’s losses due to labor disputes, and disclose of current and the possible future estimated amounts and measures: None.

F. IT security management

  • (1)Describe the risk management framework for IT and communications security, IT and communications security policies, specific management plans and resources devoted to IT and communications security management. 1.Risk management framework for IT security

The IT security department of the Company has four IT supervisors and several professional IT personnel, who are responsible for formulating internal IT security policies, planning and implementing IT security operations and promoting and implementing IT security policies, and reporting regularly to the Board of Directors on the Company's IT security governance.

The Company has an auditor to oversee the supervision of IT security, who is responsible for auditing and supervising the implementation of internal IT security. If deficiencies are found, the audited unit is immediately requested to propose relevant improvement plans and specific actions, and the effectiveness of the improvements is regularly tracked to reduce internal IT security risks.

Organizational operation mode - PDCA (Plan-Do-Check-Act) cycle management is adopted to ensure the achievement of reliability targets and continuous improvement.

  • 2.IT Security Policy

To enhance IT security management, the Company's IT Technology Department promotes internal control of IT security risks and is responsible for the management, supervision and verification of the Company's IT security operations...etc. The audit reports regularly to the Board of Directors on the status of IT security governance review. It covers the following four areas.

  • (1)IT Security Technology: Introduction of IT security management equipment and deepening of multi-level and in-depth defence.

  • (2)Systems and practices: To establish company IT security policies and IT security procedures, and to regulate the IT security behaviour of personnel.

  • (3)Employee Awareness: Conduct IT security education and drills to raise the awareness of all employees on IT security.

(4)Data backup management: Respect the 3-2-1 backup principle for data backup.

3.Specific Management Solutions

  • (1)IT Security Technology: In order to prevent various external IT security threats, we have built various IT security systems to enhance the overall security of our IT environment. In addition, regular vulnerability scans are conducted on hosts and personnel IT security management measures are implemented.

  • (2)Systems: The company's IT security policy must be followed, and necessary system updates, anti-virus software installation, password non-sharing and regular updates must be carried out to effectively block computer viruses, Trojan horses and malicious programs to provide first-line security protection.

  • (3)Staff training: Regular and irregular training/drills on IT security, creation of rewards and punishments for internal control of risk behaviours, and periodic announcements according to current events to promote awareness of IT security among all staff.

  • (4)Data backup management: at least 3 copies of important data are backed up; 2 different backup methods are

69

used, one of which is stored in an off-site server room.

4.Investing resources in IT security management

In order to implement the four major IT security policies, the following resources are invested.

  • (1)Network hardware equipment such as firewall, mail anti-virus, spam filtering, Internet behaviour analysis, network managed hubs, etc.

  • (2)Software systems such as endpoint protection system, backup management software, VPN authentication and encryption software, etc.

  • (3)Invest in Human resources such as: daily system status checks, weekly backups and off-site storage of backup media, at least two IT security education courses per year, annual system disaster recovery exercises, annual internal audits of IT cycles, audits by accountants, etc.

  • (4)Invest in IT security personnel: One IT security supervisor and two IT security personnel, responsible for IT security structure design, IT security maintenance and monitoring, IT security incident response and investigation, IT security policy review and revision, the IT security supervisor reports to the board of directors at least once a year.

  • (2)To set out the losses suffered, the possible impact and the measures taken in response to major information and communications security incidents in the most recent year and up to the date of printing of the annual report, and to state the facts that cannot be reasonably estimated if they cannot be reasonably estimated.

  • The Company has not suffered any loss as a result of an information and communications security incident up to the date of publication of the annual report.

G. Important contracts

Nature Contracting Parties Contract start/end date Major Content Restrictive
Clauses
Borrowing
Agreement
E.SUN Commercial Bank Ltd. 2021.07.20~2022.07.20 Credit line None
Borrowing
Agreement
Bank Sinopac Co., Ltd. 2021.06.11~2022.06.30 Credit line None
Borrowing
Agreement
CTBC Bank Co., Ltd. 2021.08.31~2022.08.31 Credit line None
Borrowing
Agreement
Hua Nan Commercial Bank Ltd. 2021.10.29~2022.10.29 Credit line None
Borrowing
Agreement
Mega International Commercial
Bank Co.,Ltd.
2021.07.22~2022.07.21 Credit line None

70

VI. Overview of Financial Status

A. A condensed balance sheet and statement of comprehensive income for the last five years with the name of the accountant and his or her audit opinion

(1) Condensed balance sheet

1. Adoption of International Financial Reporting Standards (IFRS) - Consolidated Statements

Year
Item
Year
Item
Financial Summary for The Last Five Years Financial Summary for The Last Five Years Financial Summary for The Last Five Years Financial Summary for The Last Five Years Financial Summary for The Last Five Years Financial
information as of
March 31, 2022
(Note)
2017 2018 2019 2020 2021
Current assets 9,566,989
11,400,712
13,054,559
13,054,559

16,959,937

Property, Plant and Equipment 3,350,160
3,514,714

4,495,974

4,495,974

6,882,186

Intangible assets 59,527
99,789

155,510

155,510

205,584

Other assets 473,115
388,701

661,820

661,820

822,486

Total assets 13,790,208
16,280,192
19,282,895
19,282,895

26,419,391

Current
liabilities
Before distribution 3,277,487
3,876,478

3,630,746

4,580,880

7,004,306

After distribution 3,791615
4,776,736
4,717,264 5,957,136 Not yet
distributed
Non-current liabilities 42,248
104,221

222,456

222,456

1,360,381

Total
liabilities
Before distribution 3,321,469
3,918,726

3,734,967

4,803,336

8,364,687

After distribution 3,835,597
4,818,984
4,821,485 6,179,952 Not yet
distributed
Equity attributable to shareholders
of the parent
9,506,158
11,815,326
13,499,198
13,499,198

16,682,481

Capital stock 934,779
1,034,779

1,034,779

1,034,779

1,059,779

Capital surplus 2,466,109
3,959,560

3,958,247

3,958,247

5,283,698

Retained
earnings
Before distribution 5,195,871
6,296,652

7,471,519

9,101,144

11,200,170


After distribution
4,681,743
5,396,394
6,385,001 7,724,888 Not yet
distributed
Other equity interest (317,020)
(650,532)
(594,972) (594,972) (682,333)
Treasury stock 0
0

0

0

0

Non-controlling interest 365,324
729,899

980,361

980,361

1,192,223

Total equity Before distribution 8,431,789
9,871,482
12,545,225
14,479,559

18,054,704

After distribution 7,917,661
8,971,224
11,458,707 13,103,303 Not yet
distributed

Note: Quarterly report for the first quarter has not yet been issued as at the date of publication.

2.Adoption of International Financial Reporting Standards (IFRS) - Individual Statements

Year
Item
Year
Item
Financial Information for the Last Five Years Financial Information for the Last Five Years Financial Information for the Last Five Years Financial Information for the Last Five Years Financial Information for the Last Five Years
2017 2018 2019 2020 2021
Current assets 3,999,731
4,456,296

5,476,170

5,643,845

7,648,068
Property, Plant and Equipment 50,675
51,342

63,428

58,276

58,354
Intangible assets 688
30,628

50,937

97,583

82,534
Other assets 97,117
6,027

15,462

6,027

9,349
Total assets 11,306,203
12,734,745

14,830,921

16,395,041

20,802,281
Current liabilities Before
distribution
2,977,029
3,187,052

2,972,923

2,845,841

2,975,871

71


Item
Year Financial Information for the Last Five Years Financial Information for the Last Five Years Financial Information for the Last Five Years Financial Information for the Last Five Years Financial Information for the Last Five Years
2017 2018 2019 2020 2021
After
distribution
3,491,157
4,087,310

4,059,441
4,222,097 Not yet
allocated
Non-current liabilities 42,638
41,535

42,672

50,002

963,929
Total liabilities Before
distribution
3,020,587
3,228,587

3,015,595

2,895,843

3,939,800
After
distribution
3,534,715
4,128,845

4,102,113
4,272,099 Not yet
allocated
Equity attributable t o
parent
8,285,616
9,506,158

11,815,326

13,499,198

16,862,481

shareholders of the
Capitalstock 934,779 934,779 1,034,779 1,034,779 1,059,779
Capitalsurplus 2,410,168 2,466,109 3,959,560 3,958,247 5,283,698
Retained
earnings
Before
distribution
5,195,871
6,296,652

7,471,519

9,101,144

11,200,170
After
distribution
4,681,743
5,396,394

6,385,001
7,724,888 Not yet
allocated
Other equity interest (255,202) (317,020) (650,532) (594,972) (682,333)
Treasury stock 0 0 0 0 0
Non-controlling interest 0
0

0

0

0
Total equity Before
distribution
8,285,616
9,506,158

11,815,326

13,499,198

16,862,481
After
distribution
7,744,488
8,605,900

10,728,808
12,122,942 Not yet
allocated
  • (2) Condensed statement of comprehensive income

  • Adoption of International Financial Reporting Standards (IFRS) - Consolidated Statements

Year
Item

Financial Summary for The Last Five Years

Financial Summary for The Last Five Years

Financial Summary for The Last Five Years

Financial Summary for The Last Five Years

Financial Summary for The Last Five Years
Financial
Information as of
March 31, 2022
(Note)
2017 2018 2019 2020 2021
Operatingrevenue 10,482,763 13,311,518 15,088,872
17,291,332

21,391,917

Gross profit 3,390,515 4,348,869 5,467,910
6,930,195

8,557,306

Operating profit or loss 1,219,583 1,982,440 2,750,624
3,707,652

4,359,267
Non-operating income and
expenses
32,820 171,857 81,137
(37,650)

180,931

Profit before income tax 1,252,403 2,154,297 2,831,761
3,670,002

4,540,158

Current net profit from
continuing operations
982,732 1,708,299 2,144,468
2,835,589

3,519,031

Loss from discontinued
operations
0 0 0 0 0
Net profit (loss) 982,732 1,708,299 2,144,468
2,835,589
3,519,031
Other comprehensive
income (loss) ( income after
tax)
(219,943) (56,310) (337,918)
42,913

(84,179)

Total comprehensive income
(loss)
762,789 1,651,989 1,806,550
2,878,502

3,434,852

Net profit attributable to
owners of the company
956,301 1,608,567 2,076,043
2,732,361

3,472,201

Net profit attributable to
non-controlling interests
26,907 99,732 68,425
103,228

46,830

Comprehensive income
attributable to owners of the
company
735,882 1,553,091 1,741,613
2,771,703

3,387,921

Comprehensive income
attributable to
non-controllinginterests
26,907 98,898 64,937
106,799

46,931

Earningsper share 10.23 17.21 20.11 26.41 33.32

Note: Quarterly report for the first quarter has not yet been issued as at the date of publication.

72

2.Adoption of International Financial Reporting Standards (IFRS) - Individual Statements

Unit: NT$ thousands

Year
Item

Financial Summary for The Last Five Years

Financial Summary for The Last Five Years

Financial Summary for The Last Five Years

Financial Summary for The Last Five Years

Financial Summary for The Last Five Years
2017 2018 2019 2020 2021
Operatingrevenue 7,908,666 8,731,882
9,968,334

11,362,435
14,151,210
Gross profit 1,216,311
1,385,837
1,805,548 2,544,800 2,739,782
Operating profit or loss 537,905
822,567

1,230,782

1,884,003

1,986,941
Non-operating income and
expenses
537,215
981,503

1,126,841

1,255,369

1,953,510
Profit before income tax 1,075,120
1,804,070

2,357,623

3,139,372

3,940,451
Current net profit from
continuing operations
956,301
1,608,567

2,076,043

2,732,361

3,472,201
Loss from discontinued
operations
Net profit (loss) 956,301
1,608,567

2,076,043

2,732,361

3,472,201
Other comprehensive
income (loss) ( income after
tax)
(220,419)
(55,476)

(334,430)

39,342

(84,280
Total comprehensive income
(loss)
735,882
1,553,091

1,741,613

2,771,703

3,387,921
Earningsper share 10.23
17.21

20.11
26.41 33.32

(3) Name of the CPAs of the last five years and their audit opinion

Year Accounting Firm Names of CPAs Audit Opinion
2017 KPMG Taiwan Chen, Fu-Wei, Chung,
Tan-Tan
Unqualified opinion
2018 KPMG Taiwan Chen, Fu-Wei, Chung,
Tan-Tan
Unqualified opinion
2019 KPMG Taiwan Chen, Fu-Wei, Chung,
Tan-Tan
Unqualified opinion
2020 KPMG Taiwan Li Fung-Hui, Chung,
Tan-Tan
Unqualified opinion
2021 KPMG Taiwan Li Fung-Hui, Chung,
Tan-Tan
Unqualified opinion

73

B. Five-year financial analysis

1. Adoption of International Financial Reporting Standards (IFRS) - Consolidated Statements


Item
Year Financial Analysis for the Last Five Years Financial Analysis for the Last Five Years Financial Analysis for the Last Five Years Financial Analysis for the Last Five Years Financial Analysis for the Last Five Years Financial Analysis
as of March 31,
2022 (Note)
2017 2018 2019 2020 2021
Financial
structure%
Debt ratio (%) 28.25
28.41

22.94

24.90

31,66
Long-term capital to
property, plant and
equipment ratio(%)
289.65
295.91

359.89

327.00

282.10
Solvency% Current ratio (%) 239.92
246.79

314.00

284.97

242.13
Quick ratio (%) 183.73
186.98

255.79

227.75

181.67
Interest protection
multiples(times)
21,837.09
11,765.02

12,568.67

19,821.65

16,140.83
Operating
Ability
Receivable turnover
ratio (times)
2.60
2.77

2.67

2.68

2.72
Average collection
period
140
132

136

136

134
Inventory turnover
ratio (times)
3.66
3.94

4.06

4.06

3.50
Payable turnover ratio
(times)

4.48

5.12

5.21

4.70

4.99
Average days in sales 99
93

90

90

104
Property, plant and
equipment turnover
ratio (times)
3.87
4.27

4.39

4.31

3.76
Total assets turnover
ratio (times)
0.94
1.04

1.00

0.97

0.93
Profitability Return on assets (%) 8.64
12.71

13.92

15.44

15.29
Return on equity (%) 11.81
18.08

19.47

21.58

22.87
Pre-tax income to
paid-in capital ratio
(%) (note 7)
133.97
230.46

273.65

354.66

428.40
Net profit ratio (%) 9.12
12.08

13.75

15.80

16.23
Earnings per share
(NT$)
10.23
17.21

20.11

26.41

33.32
Cash flow Cash flow ratio (%) 31.30
38.90

92.53

75.72

38.40
Cash flow adequacy
ratio (%)
88.74
93.98

104.28

95.50

75.53
Cash reinvestment
ratio (%)
6.02
7.99

16.14

14.16

5.89
Leverage Operating leverage 3.61
3.07

2.68

2.49

2.89
Financial leverage 1.00
1.01

1.01

1.01

1.01
Please explain the reasons for the changes in the financial ratios in the last two years. (Analysis may be waived if the change
is less than 20%)
1.Debt to assets ratio: The increase in debt ratio in 2021 was due to short-term borrowings and the Company's conversion of
corporate bonds.
2.Quick Ratio: The decline in quick ratio in 2021 was mainly due to the increase in short-term borrowings, resulting in the
increase in current liabilities exceeding the increase in current assets.
3.Net income before tax as a percentage of paid-in capital: The significant increase in net income before tax as a percentage of
paid-in capital in 2021 was mainly due to a significant increase in profit in 2020, but only a small increase in paid-in capital.
4.Earnings per share: The significant increase in earnings per share was mainly due to the significant increase in earnings but
no change in paid-in capital.
5.Cash flow ratio: The decline in cash flow ratio in 2021 was mainly due to a decrease in cash flow from operating activities
and a significant increase in current liabilities
6.The decline in both the cash flow equivalency ratio and the cash reinvestment ratio in 2021 was mainly due to a decrease in
cash flow from operatingactivities and a significant increase in capital expenditure onpropertyandplant.

Note: Quarterly report for the first quarter has not yet been issued as at the date of publication.

74

2.Adoption of International Financial Reporting Standards (IFRS) - Individual Statements


Item
Year Financial Analysis for the Last Five Years Financial Analysis for the Last Five Years Financial Analysis for the Last Five Years Financial Analysis for the Last Five Years Financial Analysis for the Last Five Years
2017 2018 2019 2020 2021
Financial
structure%
Debt ratio (%) 26.72
25.35

20.33

17.66

18.94
Long-term capital to property, plant
and equipment ratio (%)

16,436.46

18,596.26
18,695.
21

23,250.05

30,548.74
Solvency% Current ratio (%) 134.35
139.83
184.20
198.32

257.00
Quick ratio (%) 118.35
123.37
164.20
173.19

223.45
Interest protection multiples (times) 109,249
49,964
398,347
221,183

58,503
Operating
Ability
Receivable turnover ratio(times) 2.60
2.63

2.68

2.76

2.78
Average collectionperiod 140
139
136
132

131.29
Inventoryturnover ratio(times) 12.80
14.10

14.18

12.90

12.56
Payable turnover ratio(times) 2.91
3.52

3.80

4.06

6.37
Average daysinsales 28 25 26 28 29
Property, plant and equipment
turnover ratio(times)
155
171

173

186

242
Total assets turnover ratio(times) 0.72
0.73

0.72

0.73

0.76
Profitability Return on assets(%) 8.69 13.41
15.07

17.51

18.70
Return on equity (%) 11.82
18.08

19.47

21.59
22.87
Pre-tax income to paid-in capital
ratio (%)
115.01
192.99
227.84
303.39

371.82
Net profitratio (%) 12.09 18.42
20.83
24.05 24.54
Earningsper share(NT$) 10.23
17.21

20.11

26.41

33.32
Cash flow Cash flow ratio (%) 6.05
1.78

32.31

28.97

(21.20)
Cash flow adequacy ratio (%) 75.67
60.28

53.40

46.51

24.69
Cash reinvestment ratio (%) (2.32)
(4.78)

0.51

(1.93)

(11.26)
Leverage Operating leverage 1.40
1.30

1.21

1.16

1.18
Financial leverage 1.00
1.00

1.00

1.00

1.00
Please explain the reasons for the changes in the financial ratios in the last two years. (Analysis may be waived if the
change is less than 20%)
1. Ratio of long-term capital to property, plant and equipment: The increase in the ratio of long-term capital to
property, plant and equipment was mainly due to the significant increase in profitability in fiscal 2021, which resulted
in the increase in long-term capital being greater than the increase in property, plant and equipment.
2. Interest coverage ratio: The decrease in interest coverage ratio was mainly due to the increase in interest expense
exceeding the increase in profitability.
3.Net income before tax to paid-in capital ratio: The significant increase in net income before tax to paid-in capital
ratio was mainly due to the significant increase in earnings but no change in paid-in capital.
4.Turnover of property, plant and equipment (times): This is mainly due to the fact that the increase in sales revenue in
2021 was greater than the increase in property, plant and equipment.
5,Net income before tax as a percentage of paid-in capital: The significant increase in net income before tax as a
percentage of paid-in capital in 2021 was mainly due to the significant increase in profit in 2021 while paid-in capital
remained unchanged.
6. Earnings per share: The significant increase in earnings per share was mainly due to the significant increase in
earnings but no change in paid-in capital.
7.Cash flow ratio: The negative cash flow ratio in 2021 was mainly due to the negative cash flow from operating
activities in 2021.
8.Cash Flow Fair Ratio: The decline in the cash flow ratio in 2021 was mainly due to a decline in cash flow from
operating activities in the last five years and an increase in (capital expenditures + increase in inventories + cash
dividends) in the last five years.
9.Cash reinvestment ratio: The cash reinvestment ratio turned negative in 2021 mainly because the net cash inflow
from operatingactivities was smaller than the cash dividendspaid in 2021.

75

  1. Financial Structure

  2. (1) Debt ratio = total liabilities / total assets

  3. (2) Long-term capital to property, plant and equipment ratio = (total equity + non-current liabilities)/net property, plant and equipment

  4. Solvency

  5. (1) Current ratio = current assets/current liabilities

  6. (2) Quick ratio = (current assets – inventory – prepaid expense) / current liabilities

  7. (3) Interest protection multiples = net income before income tax and interest expense / current interest expense

  8. Operating Ability

  9. (1) Receivables (including accounts receivable and notes receivable arising from business operations) turnover ratio = net sales / average receivables (including accounts receivable and notes receivable arising from business operations) for each period

  10. (2) Average collection period = 365 / receivables turnover ratio

  11. (3) Inventory turnover ratio = cost of goods sold / average inventory amount

  12. (4) Payable (including accounts payable and business-related notes payable) turnover ratio = cost of goods

    • sold / average payable balance of the period (including accounts payable and business-related notes payable)
  13. (5) Average days in sale = 365 / inventory turnover rate

  14. (6) Property, plant, and equipment (PP&E) turnover ratio = net sales/average PP&E

  15. (7) Total asset turnover ratio = net sales / average total assets

  16. Profitability

  17. (1) Return on assets = (net income + interest expense x (1– tax rate)) / average total assets

  18. (2) Return on equity = net income after tax/ average total equity

  19. (3) Net profit ratio = net income / net sales

  20. (4) Earnings (loss) per share = (income or loss attributable to owners of parent company – dividends on Preferred shares) / weighted average number of issued shares (Note 4)

  21. Cash flow

  22. (1) Cash flow ratio = net operating cash flow / current liabilities

  23. (2) Net cash flow adequacy ratio = net operating cash flow in last 5 years / (capital expenditures + Inventory increase + cash dividend) in last 5 years

  24. (3) Cash reinvestment ratio = (Net operating cash flow – cash dividend) / (gross property, plant and equipment + long-term investment + other non-current assets + working capital) (Note 5)

  25. Leverage

  26. (1) Operating leverage = (Net operating revenue - variable operating change cost and expense) / Operating income (Note 6)

76

3.2021 Audit Report of Supervisors for the Financial Statements

Lotes Co., Ltd. Audit Report of Audit Committee

The Board of Directors had prepared and delivered the 2021 Business Report, Statement of Earnings Distribution and Financial Statements (including consolidated financial statements). The audit of the financial statements was completed by accountants LI, FUNG-HUI and CHUNG, TAN-TAN at KPMG Taiwan, and a auditor's report was issued. The audit of the aforementioned reports and statements delivered by the Board of Directors were conducted by the supervisors who found no inconsistency. The audit report was issued in accordance with Article 219 of the Company Act and Article 14-4 of Security Transaction Act.

Yours sincerely,

2022 Shareholders General Meeting of Lotes Co., Ltd.

Audit Committee Convenor: WU, CHANG-HSIU

77

4. 2021 Financial Statements and Independent Auditor’s Report

Independent Auditor’s Report

To the Board of Directors of Lotes Co., Ltd.:

Audit opinion

We have audited the Balance Sheet of Lotes Co., Ltd. (hereinafter referred to as Lotes) as of December 31, 2021 and 2020, the Statement of Comprehensive Income as of January 1 to December 31, 2021 and 2020 as well as the Statement of Changes in Equity, Statement of Cash Flows and the Notes to Individual Financial Statement (including important accounting policies summary).

In our opinions, the compilation of the above individual financial statements present fairly, in all material respects, of the financial status of December 31, 2021 and 2020 in Lotes and the financial performance and consolidated cash flow of January 1 to December 31, 2021 and 2020 prepared according to Regulations Governing the Preparation of Financial Reports by Securities Issuers.

Basis of the audit opinions

The audit was conducted by us in accordance with the Rules Governing Auditing and Certification of Financial Statements by Certified Public Accountants and Generally Accepted Auditing Standards (GAAS). Our responsibilities under these standards will be further explained in the responsibility paragraph of the accountant’s audit on the parent company only financial statements. The personnel regulated by independence at the accounting firm that our accountants work with have been managed according to the code of professional ethics to maintain independence from Lotes as well as perform other responsibilities addressed on the regulation. Based on the audit results of us, we believe we have obtained sufficient and appropriate auditing evidence as the basis to express our audit opinions.

Key audit matters

Key audit matters refer to the most important matters on the audits to Lotes’s parent company only financial statements of fiscal year 2021 based on the professional judgment of our accountants. The matters have been responded on the whole audited parent company only financial statements and during the process of the expression of the audit opinions. There, our accountants will not express opinions separately towards the matters. Based on the judgment of the accountants, the following key audit matters that should be communicated on the audit report are as follows:

I. Recognition of income

Please refer to Note IV (15) to the parent company only financial statements for the accounting policy in terms of income recognition. Please refer to Note VI (13) to the parent company only financial statements for the refund liability. Please refer to Note VI (21) to the parent company only financial statements for details about income.

Description of the key audit matters:

The operating income is the most critical factor when determining the operational performance of Lotes Co., Ltd. Users of the statements are cautiously concerned about the performance of the operating income. In response to the market conditions and business needs, discounts were provided for parts of the sales of goods agreed with the customers. Based on the agreements with the customers, the management would estimate the refund liability and include it as a deduction of operating income. Thus, the income recognition evaluation is one of the fundamental evaluation items for accountants in the execution of financial report audit for Lotes Co., Ltd.

Corresponding audit procedures:

The primary audit procedure conducted by the accountants for the aforementioned key audit matters included the understanding and evaluation of the relevant control procedures and methods in the estimation of refund liabilities in terms of the sales procedure and the effectiveness of the design and execution of the control procedure. Regarding the sampling testing for sales close to the balance sheet date, external certification documents were reviewed to assess the adequacy of the income recognition timings. The management’s method to estimate and list refund liabilities were also obtained to assess whether the evaluation is based on the agreed conditions with customers. The adequacy of the refund liability estimate

78

was analyzed with the actual situation afterward.

II. Evaluation of inventory

Please refer to Note IV (7) for the accounting policy of inventory evaluation. Please refer to Note V in the parent company only financial statements for the accounting estimates and assumed uncertainties of the inventory evaluation. Please refer to Note VI (4) in the parent company only financial statements for the information on the losses from the falling price of inventory. Description of the key audit matters:

Due to the impacts of rapid changes in the market demand and the development of production technology, the existing products are at risk to become outdated inventory or non-compliant with market demand. Parts of the inventory may become obsolete or have the market prices dropped. Thus, the inventory evaluation is one of the fundamental evaluation items for the accountants in the execution of financial report audit for Lotes Co., Ltd.

Corresponding audit procedure:

The primary audit procedure conducted by the accountants for the aforementioned key audit matters included the understanding and evaluation of the basis and methods used by the management to assess the net realizable value of inventory. Review and audit were conducted in terms of the data used by the management as the basis and to estimate the net realizable value, and an evaluation was conducted on the estimated sales price to the latest sales record by sampling. To evaluate the adequacy of the drop in prices, the adequacy of the inventory aging report was checked, and the changes in the inventory aging of each period were analyzed.

Responsibility from management level and governing unit towards the parent company only financial

statements

Management level’s responsibility is to prepare the parent company only financial statements present fairly according to Regulations Governing the Preparation of Financial Reports by Securities Issuers and to maintain necessary internal control related to the preparation of the parent company only financial statements in order to ensure there is no major untrue expression on the financial statements due to fraud or error.

When preparing the parent company only financial statements, the responsibility of management level also includes evaluating Lotes’s capability of continuous operation, disclosure of relevant matters and the application of continuous operation accounting model unless the management level intends to liquidate Lotes or suspend its business operation or there is no alternative practical and feasible solution other than liquidation or business suspension.

The governing unit (including the audit committee) at Lotes is responsible for supervising the process of financial reports.

Responsibility of accountants’ audit on the parent company only financial statements

The purpose of the parent company only financial statements audited by our accountants is to obtain reasonable assurance on whether the significant untrue expression exists on the whole parent company only financial statements due to fraud or error as well as issue the audit report. The reasonable assurance is the high certainty; however, it will not be able to guarantee that the significant untrue expression will definitely be able to be detected by generally accepted auditing standards, and the untrue expression might be caused from fraud or error. It is regarded as with significance if the individual amount or the aggregation number of the untrue expression can reasonably predict that it will affect the economic decisions made by the users of the parent company only financial statements.

When we conduct the audit according to generally accepted auditing standards, we use professional judgment and maintain our professional suspicion. We also executed the following tasks:

  1. Identifying and evaluating the risk of major untrue expression on the parent company only financial statements due to fraud or error; designing and implementing proper responding strategies towards the risk evaluated; and obtaining sufficient and appropriate audit evidence as the basis of audit opinions. Due to fraud might be involving with collusion, counterfeiting, malicious omission untrue declaration, or going out of the internal control, the risk of not detecting the major untrue expression due to fraud will be higher than that due to error.

  2. Obtaining necessary understanding of internal control related to audit in order to design proper audit procedure under the situation of the case. However, its purpose is not to express opinion toward the effectiveness of the internal control in Lotes.

  3. Evaluating the adequacy of the accounting policies used by the management level and the rationality of the

79

accounting evaluation and relevant disclosure concluded.

  1. Based on the audit evidence obtained, conclusion towards the appropriateness of continuous operation accounting basis that the management level adopts and the existence of major uncertainty on events or situations with major concerns affecting Lotes’s capability in continuous operation are made. If we believe major uncertainty existed on the event or situation, we must remind the users of parent company only financial statements on the audit report to pay attention on the relevant disclosure or modify audit opinion when the disclosure is not appropriate. The conclusion that we made is based on the audit evidence obtained up to the audit report day, but future events or situations might cause Lotes not capable in continuous operation.

  2. Evaluating the overall expression, structure and content of the parent company only financial statements (including relevant notes) as well as whether the parent company only financial statements present fairly, in all material respects, relevant transaction and events.

  3. Obtaining sufficient and appropriated audit evidence of the financial information from the investee companies accounted for using equity method as well as express opinions towards the parent company only financial statements. We are in charge of the directing, supervision and execution on the audit cases as well as concluding audit opinions towards the parent company only financial statements of Lotes.

The communication between us and the governing unit includes the audit scope and time planned and major audit findings (including the significant defects on the internal control identified during the auditing process).

We have also provided information to the governing unit that the personnel of the firm—under which our CPAs are working—who are subject to independence requirements have complied with the statement of independence in the CPA code of professional ethics and communicated to the governing unit all relationships and other matters (including relevant safeguards) that may be considered to affect the independence of CPAs.

We determined the key audit matters that we would like to execute on Lotes’s parent company only financial statements for fiscal year 2021 from the communication with the governing unit. We clearly stated the related matters on the audit report unless it is the specific matter that is not allowed to be disclosed to the public according to laws, or under a very rare situation that we decided not to communicate specific matters on the audit report because we can reasonably anticipate the negative influence generated by the communication will be greater than the public interests increased.

KPMG Taiwan

CPAs: Competent Authority of Securities CHIN-KUAN-CHENG-SHEN-TZU Approval Certificate No. : No. 1000011652 (88) TAI-TSAI-CHENG (VI) No. 18311 March 21, 2022

80

Lotes Co., Ltd.

Balance Sheet

December 31, 2021 and 2020

Unit: NT$ 1,000

Assets
Current assets:
1100
Cash and cash equivalents(Note VI (1) and (24))
1110
Financial assets measured at FVTPL - current
((Note VI (2) and (24))
1150
Net notes receivable((Note VI (3) and (24))
1170
Net accounts receivable((Note VI (3) and (24))
1181
Accounts receivable - related parties ((Note VI (3), (24) and VII)
1200
Other receivables((Note VI (3) and (24))
1210
Other accounts receivable - related parties ((Note VI (3), (24) and VII)
130X
Net inventory((Note VI (4))
1410
Advance payment

Non-current assets:
1510
Financial assets measured at FVTPL - non-current
((Note VI (2), (11) and (24))
1517
Financial assets measured at FVTOCI - non-current ((Note VI (2) and (24))
1550
Investments accounted for using the equity method ((Note VI (5) and XIII)
1600
Property, plant and equipment((Note VI (6) and VIII)
1755
Right-of-use assets((Note VI (7))
1760
Net investment property((Note VI (8) and (24))
1780
Intangible assets((Note VI (9))
1840
Deferred tax assets((Note VI (17))
1900
Other non-current assets

Total of assets
Dec. 31, 2021
Amount
%
$ 779,913
4
-
-
1,911 -
5,812,399
28
32,627 -
22,484 -
160 -
995,854
5
2,720
-
Dec. 31, 2020
Amount
%

497,302
3
2,080 -
2,485 -

4,304,076
26
13,012 -
19,702 -
90,161
1

710,477
4
4,550
-

5,643,845
34
-
-
-
-

10,225,811
63
58,276 -
-
-

299,927
2
97,583
1
63,572 -
6,027
-

10,751,196
66

16,395,041
100
Liabilities and equity
Current liabilities:
2100
Short-term loans ((Note VI (10), (24), (27), VIII and IX)
2130
Contract liabilities - current ((Note VI (21))
2150
Notes payable((Note VI (24))
2170
Accounts payable((Note VI (24))
2180
Accounts payable - related parties ((Note VI (24) and VII)
2200
Other payables((Note VI (24))
2220
Other payables - related parties ((Note VI (24) and VII)
2230
Income tax liabilities for the period((Note VI (17))
2280
Lease liabilities - current((Note VI (12), (24) and (27))
2365
Refund liabilities - current ((Note VI (13))
2300
Other current liabilities

Non-current liabilities:
2530
Bonds payable((Note VI (11), (24) and (27))
2550
Provisions - non-current ((Note VI (14) and (16))
2570
Deferred income tax liabilities ((Note VI (17))
2600
Other non-current liabilities

Total of liabilities
Equity attributable to owners of parent:
Share capital:
3110
Capital – common stock ((Note VI (18))
3130
Certificates of bond-to-stock conversion ((Note VI (18))
3200
Capital reserves((Note VI (11), (18) and (19))
3300
Retained earnings((Note VI (18))
3400
Other equity ((Note VI (18))
Total of equity
Total of liabilities and equity
Dec. 31, 2021 Dec. 31, 2020
Amount
%

-
-
21,392 -
2,712 -
11,421 -

2,034,411
12

299,122
2
2,092 -

305,058
2
-
-

161,767
1
7,866
-

7,648,068
37

3,370 -
9,500 -
12,624,489
61
58,354 -
59 -
300,256
2
82,534 -
66,302 -
9,349
-

2,975,871
14


2,845,841
17

911,927
5
45,220 -
6,038 -
744
-


-
-
49,258 -
-
-
744
-
963,929
5

50,002
-

3,939,800
19


2,895,843
17

1,059,779
5
1,167 -
5,283,698
25
11,200,170
54
(682,333)
(3)


1,034,779
6
-
-

3,958,247
24

9,101,144
56

(594,972)
(3)

13,154,213
63
$
20,802,281
100


16,862,481
81




13,499,198
83

$
20,802,281
100


16,395,041
100

(Please read the Notes to the Parent Company Only Financial Statements) Manager: HO, TE-YU

Chairperson: CHU, TE-HSIANG

Accounting Manager: LIU, HSIN-HSIA

81

Lotes Co., Ltd.

Statement of Comprehensive Income

From January 1 to December 31, 2021 and 2020

Unit: NT$ 1,000

4000
Operating revenue((Note VI (13), (21) and VII)
5000
Operating cost((Note VI (4), (9), VII and XII)
Gross profit
Operating expense((Note VI (9), (12), (15). (16), (24), VII and XII):
6100
Promotion expense
6200
Administration expense
6300
R&D expense
6450
Expected credit impairment profit/loss
Total operating expense
Net operating profit
Non-operating revenue/expense((Note VI (22)):
7100
Interest income
7010
Other income
7020
Other gains and losses
7050
Financial costs
7055
Expected credit gain (loss)
7070
Share of profit or loss of subsidiaries, associates and joint ventures accounted for using
equity method
Total non-operating revenue/expense
Net profit before tax from continuing operations
7950
Less: Income tax expense((Note VI (17))
Net profit for the period
8300
Other comprehensive income:
8310
Components of other comprehensive income that will not be reclassified to profit or
loss
8311
Remeasurement of defined benefit plans
8316
Unrealized gains (losses) from investments in equity instruments measured at
FVTOCI
8330
Share of the other comprehensive income of subsidiaries, associates and joint ventures
accounted for using equity method - items which were not reclassified into profit or
loss
8349
Less: Income tax related to components of other comprehensive income that will not
be reclassified to profit or loss
Total components of other comprehensive income that will not be reclassified
to profit or loss
8360
Components of other comprehensive income that will be reclassified to profit or loss
8361
Exchange differences on translation
8399
Less: Income tax related to components of other comprehensive income that will be
reclassified to profit or loss
Total components of other comprehensive income that will be reclassified to
profit or loss
8300
Other comprehensive income for the period (net)
Total other comprehensive income for the period
Basic earnings per share (Unit: NT$)
(Note VI (23))
Diluted earnings per share (Unit: NT$)
(Note VI (23))
2021 2020 %

100

78
Amount
$ 14,151,210
11,411,428
% Amount

11,362,435

8,817,635

100

81

2,739,782


19


2,544,800


22

389,708
308,977
55,862
(1,706)


3

2

-

-


312,675

295,923
53,509
(1,310)


3

3

-

-

752,841


5


660,797


6

1,986,941


14


1,884,003


16

1,746
99,908
(45,618)
(6,747)
(1,037)
1,905,258


-

1

-

-

-

13

10,165

62,514
(111,250)
(1,420)
1,317

1,294,043


-

1

(1)

-

-

11

1,953,510


14


1,255,369


11

3,940,451
468,250


28

3


3,139,372

407,011


27

4

3,472,201


25


2,732,361


23

3,851
(4,900)


(359)
770


-

-

-

-

(7,598)
-
403
(1,520)


-
-

-

-
(2,178)
-

(5,675)


-

(82,102)
-


(1)
-


45,017
-


-
-
(82,102)
(1)

45,017

-

(84,280)



(1)



39,342


-

$
3,387,921



24



2,771,703


23

$

33.32


26.41
$ 32.69 26.34

(Please read the Notes to the Parent Company Only Financial Statements) Chairperson: CHU, TE-HSIANG Manager: HO, TE-YU

Accounting Manager: LIU, HSIN-HSIA

82

Lotes Co., Ltd.

Statement of Change in Equity

From January 1 to December 31, 2021 and 2020

Unit: NT$ 1,000

Balance on January 1, 2020
Net profit for the period
Other comprehensive income for the period
Total other comprehensive income for the period
Appropriation and distribution of retained earnings:
Legal reserve appropriated
Special reserve appropriated
Cash dividends of common stock
Other changes in capital reserves:
Changes in equity of subsidiaries, associates and joint ventures accounted
for using equity method
Disposal of equity instruments measured at FVTOCI
Balance on December 31, 2020
Net profit for the period
Other comprehensive income for the period
Total other comprehensive income for the period
Appropriation and distribution of retained earnings:
Legal reserve appropriated
Reversal on special reserve
Cash dividends of common stock
Other changes in capital reserves:
Issuance of stock options for convertible bonds
Changes in equity of subsidiaries, associates and joint ventures accounted
for using equity method
Compensation expense for employee stock options
Cash capital increase
Conversion of convertible bonds
Balance on December 31, 2021
Share capital Capital reserves Retained earnings Other equityitems Other equityitems Total equity

11,815,326
2,732,361

39,342
Exchange
difference
between
foreign
operating
office’s
statement
Unrealized gain
or loss on
financial assets
measured at
FVTOCI
Share capital for
ordinaryshares
Certificates of
bond-to-stock
conversion
Total Legal reserve Special reserve Undistributed
earnings
$ 1,034,779
-
-

-
-
-
1,034,779
-
-

3,959,560
-
-

1,091,939
-
-

317,020
-
-

6,062,560
2,732,361
(6,078)

(631,970)
(18,562)

-
-

45,017
403
- - - - - -
2,726,283



45,017
403


2,771,703
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
(1,313)
-
207,604
-
-

-
-

-
333,513
-
-
-

(207,604)

(333,513)
(1,086,518)
-
(10,140)



-
-

-
-

-
-
-
-

-
10,140

-
-
(1,086,518)
(1,313)

-
1,034,779
-
-

-
-
-
1,034,779
-
-

3,958,247
-
-

1,299,543
-
-

650,533
-
-


7,151,068
3,472,201
3,081



(586,953)
(8,019)

-
-

(82,102)
(5,259)


13,499,198
3,472,201

(84,280)
- - - - - -
3,475,282




(82,102)
(5,259)



3,387,921
-
-
-
-
-
-
25,000
-
-
-
-
-
-
-

-
1,167
-
-
-
-
-
-
25,000

1,167
-
-
-
183,236
5,460
24,931

1,050,971

60,853
271,615
-
-

-

-

-

-

-

-
(55,561)
-
-
-
-
-
-

(271,615)

55,561
(1,376,256)
-
-
-
-
-




-
-

-
-

-
-
-
-
-
-
-
-
-
-
-
-


-
-
(1,376,256)
183,236
5,460
24,931
1,075,971
62,020
$
1,059,779


1,167



1,060,946



5,283,698


1,571,158

594,972

9,034,040

(669,055)
(13,278)


16,862,481

(Please read the Notes to the Parent Company Only Financial Statements) Manager: HO, TE-YU

Chairperson: CHU, TE-HSIANG

Accounting Manager: LIU, HSIN-HSIA

83

Lotes Co., Ltd.

Statement of Cash Flows

From January 1 to December 31, 2021 and 2020

Unit: NT$ 1,000

Cash flows from (used in) operating activities:
Net profit before tax
Items of adjustment:
Adjustments to reconcile profit (loss)
Depreciation expense
Amortization expense
Expected credit loss (gain)
Interest expense
Interest income
Share of the profit from subsidiaries, associates and joint ventures accounted for using equity method
Net loss on financial assets measured at FVTPL
Inventory valuation and disposal loss
Profit from the disposal and scaping of property, plant and equipment
Compensation expense for employee stock options
Total adjustments to reconcile profit (loss)
Changes in operating assets and liabilities:
Changes in operating assets:
Decrease (increase) in notes receivable
Increase in accounts receivable
Decrease (increase) in other receivables
Increase in inventory
Decrease (increase) in advance payment
Total net change in the assets related to operating activities
Net change in the liabilities related to operating activities:
Increase in contract liabilities
Increase (decrease) in notes payable
Decrease in accounts payable
Increase (decrease) in other payables
Decrease in provision for liabilities
Increase (decrease) in other current liabilities
Increase in refund liabilities
Decrease in other non-current liabilities
Total net change in the liabilities related to operating activities
Total net change in the assets and liabilities related to operating activities
Total of the adjustment items
Cash inflow generated from operating activities
Interest received
Interest paid
Income taxes paid
Cash flows from (used in) operating activities
Cash flows in investing activities:
Acquisition of financial assets measured at FVTOCI
Disposal of financial assets measured at FVTPL
Acquisition of investment accounted for using equity method
Acquisition of property, plant and equipment
Disposal of property, plant and equipment
Increase in other receivables
Decrease in other receivables
Increase in intangible assets
Acquisition of investment property
(Increase) decrease in other non-current assets
Net cash outflow from investment activities
Cash flows in financing activities:
Increase in short-term loans
Issuance of corporate bonds
Repayment of lease principal
Issuance of cash dividends
Cash capital increase
Cash flows from (used in) financing activities
Increase (decrease) in cash and cash equivalents
Beginning balance of cash and cash equivalents
Ending balance of cash and cash equivalents
2021
$ 3,940,451
7,020
25,901
(669)
6,747
(1,746)
(1,905,258)
(28,565)
21,612
(467)
24,931
2020

3,139,372

7,274

11,778

(2,627)

1,420

(10,165)

(1,294,043)

(2,080)

29,666

(136)

-

(1,850,494)


(1,258,913)

574
(1,526,232)
(527)
(306,989)
1,830



(810)

(403,834)

17,123

(149,055)

(910)

(1,831,344)



(537,486)

20,149
10,690
(525,386)
(5,760)
(187)
(425)
33,338
-



6,394

(16,222)

(233,064)

49,829

(69)

691

4,511
(199)
(467,581)

(188,129)

(2,298,925)



(725,615)

(4,149,419)



(1,984,528)

(208,968)
1,987
(3,065)
(420,739)



1,154,844

10,763

(1,420)

(339,638)

(630,785)



824,549

(14,400)
27,945
(570,421)
(5,852)
467
-
86,468
(10,852)
(1,516)
(3,322)



-

-

(14,385)

(1,181)

252
(966)

-

(58,424)

(17,923)

9,435

(491,483)



(83,192)

552,240
1,152,983
(59)
(1,376,256)
1,075,971



-

-

(59)

(1,086,518)

-

1,404,879


(1,086,577)

282,611
497,302



(345,220)

842,522

$
779,913



497,302

(Please read the Notes to the Parent Company Only Financial Statements) Chairperson: CHU, TE-HSIANG Manager: HO, TE-YU Accounting Manager: LIU, HSIN-HSIA

84

Notes to the Parent Company Only Financial Statements of Lotes Co., Ltd.

Lotes Co., Ltd. Notes to the Parent Company Only Financial Statements 2021 & 2020 (All amounts are in NT$ thousands unless otherwise stated)

I. Company History

Lotes Co., Ltd. (hereinafter referred to as the “Company”) was incorporated on August 23, 1986 in accordance with the provisions of the Company Law and was approved for registration with its registered office at No.15, Wuxun Street, Anle District, Keelung City. The Company (hereinafter referred to as the “Company”) are principally engaged in the sale and purchase of various hardware parts and components, the manufacturing and processing of various terminals and their connectors, the import and export business in connection with the preceding item and the agency of the preceding item in connection with the tender quotation and distribution of products of domestic and foreign manufacturers. Please refer to Note XIV for further details.

II. Date and Procedures of Approval of Financial Statement

The Parent Company Only Financial Statement was approved and released by the Board of Directors on March 21, 2022.

III. Application of New and Revised Standards and Interpretations

(1) Influence of the Adoption of New and Revised Standards and Integrations Approved by the Financial Supervisory Commission

Since January 1, 2021, the Company has adopted the amended International Financial Report Standards, and this did not cause material impact on the parent company only financial statements:

‧Amendments to IFRS 4 “Temporary Exemption from the Extension of IFRS 9” ‧Amendments to IFRS 9, IAS 39, IFRS 7, IFRS 4 and IFRS 16, “Changes in Interest Rate Indicators - Phase 2”

The Company adopted the following newly amended IFRSs effective April 1, 2021, with no significant impact on parent company only financial statements.

‧Amendment to IFRS 16 – “Covid-19-Related Rent Concessions beyond 30 June 2021” (2) Effects of new and revised standards and interpretation has been approved by FSC but not yet being adopted

The Company assesses that the application of the following newly amended IFRSs, effective January 1, 2022, will not have a significant impact on parent company only financial statements.

‧Amendments to IAS 16 – “Property, Plant and Equipment: Proceeds before Intended Use” ‧Amendments to IAS 37 – “Onerous Contracts—Cost of Fulfilling a Contract” ‧Annual Improvements to IFRS Standards 2018–2020

‧Amendments to IFRS 3 – “Reference to the Conceptual Framework” (3) New and revised standards and interpretations not yet recognized by the FSC The Company does not expect the following newly issued and amended standards, which have not yet been endorsed, to have a material impact on the parent company only financial statements.

‧Amendments to IFRS 10 and IAS 28, “Disposal of or Contribution to Assets between an Investor and its Affiliate or Joint Venture”.

‧Amendments to IFRS 17, “Insurance Contracts” and IFRS 17

‧Amendments to IAS 1 – “Classification of Liabilities as Current or Non-Current”

‧Amendments to IAS 1 – “Disclosure of Accounting Policies”

‧Amendments to IAS 8 – “Definition of Accounting Estimates”

‧Amendments to IAS 12 – “Deferred Tax related to Assets and Liabilities arising from a Single Transaction”

IV. Summary of Major Accounting Policies

The major accounting policies adopted in this Financial Statement are summarized as follows. Unless otherwise noted, the following accounting policies have been applicable for all presentation period of the Individual Financial Statement.

(1) Compliance statement

85

Notes to the Parent Company Only Financial Statements of Lotes Co., Ltd.

The Individual Financial Statement was compiled in accordance with the Guidelines Governing the Preparation of Financial Reports by Securities Issuers.

  • (2) Compiling Basis

  • Measurement foundation

Except the major items in the following balance sheet, the Individual Financial Statement was compiled based on the historical costs:

  • (1) Financial assets at fair value through profit or loss measured with fair value.

  • (2) Financial assets measured at fair value through other comprehensive income. (3) Liabilities for cash-settled share-based benefit agreements that are measured at fair value.

  • (4) Net defined benefit liability (or asset) is measured according to the fair value of the retirement fund assets deducting present value of the defined benefit obligation and the ceiling influence value listed in Footnotes IV (16).

  • Functional Currency and Presentation Currency

Each party of the Company takes the currency of major economic environment where its operation is located as its functional currency. The Individual Financial Statement is presented in the functional currency of the Company, TWD. All of the financial information expressed herein in TWD is of one thousand per unit.

  • (3) Foreign currency

  • Foreign currency trading

Foreign currency is converted into functional currency according to exchange rate on the date of transaction. At the end of each subsequent reporting period (the “Reporting Date”), foreign currency monetary items are translated into functional currency at the exchange rate prevailing on that date. Non-monetary items measured at fair value in foreign currencies are translated into functional currencies using the exchange rates prevailing at the date of fair value measurement, while non-monetary items measured at historical cost in foreign currencies are translated at the exchange rates prevailing at the dates of the transactions.

The foreign currency exchange difference resulting from the conversion is recognized to be other comprehensive Income excepting for the following situations, otherwise, recognized to be gains and losses:

(1) Equity instruments designated as measured at fair value through other comprehensive income.

(2) Financial liabilities designated as a net investment hedge for a foreign operating entity are within the effective range of the hedge; or

  • (3) Eligible cash flow hedges are within the effective range of the hedge.

  • Foreign Operating Organizations

The assets and liabilities of foreign operating organizations, including the business reputation and fair value adjustment during the acquisition, are converted to be NTD according to exchange rate on the report day; gains and losses are converted into NTD according to exchange rate in the current period, and the resultant conversion difference is recognized to be other comprehensive Income.

In case of the loss of control, joint control or material influences arising from the punishment on foreign operating organizations, the accumulated conversion differences related to the foreign operating organizations shall be fully reclassified as gains and losses. In case of affiliated company or joint ventures of foreign operating organizations involved in some of the punishment, related accumulated conversion differences shall be fully reclassified as gains and losses in proportion.

As to the receivable and payable monetary items of foreign operating organizations, if without the repayment plan or the possibility of repayment in foreseeable future, the resultant gains and losses from foreign currency conversion shall be regarded as a part of net investments to the foreign operating organizations as recognized as other comprehensive income.

  • (4) Standards for classifying current and non-current assets and liabilities

  • Assets meeting one of the following conditions are recognized to be current assets, and

  • other assets not belonging to current assets are recognized to be non-current assets: 1. Those that are expected to be realized during the normal operating period or intended to be sold or consumed.

  • Those held mainly for the purpose of transaction.

  • Those expected to be realized within 12 months after the reporting period.

86

Notes to the Parent Company Only Financial Statements of Lotes Co., Ltd.

  1. The asset is cash or cash equivalents, unless the asset is otherwise restricted from being exchanged or used to settle a liability for at least 12 months after the reporting period.

The liabilities meeting any one of the following conditions are current liabilities, and other liabilities not belonging to current liabilities are recognized to be non-current liabilities:

  1. Those expected to be paid off during the normal operating period.

  2. Those held mainly for the purpose of transaction.

  3. Those expected to be paid off within 12 months after the reporting period.

  4. Liabilities that do not have an unconditional right to extend the maturity period to at least 12 months after the reporting period. The terms of the liability may, at the option of the counterparty, not affect its classification if the issuance of equity instruments results in its settlement.

  5. (5) Cash and cash equivalents

Cash includes cash on hand and demand deposits. Cash equivalents are the investments which are allowed to be converted into normed cash with few value change risks and short-term high flowability. Certificate of deposit which satisfy the foregoing definition and with the holding purpose of meeting the short-term cash pledges rather than investment or others shall be recognized as cash equivalents.

  • (6) Financial instrument

Accounts receivable and the original debt securities issued are recognized when they are incurred. All other financial assets and financial liabilities were originally recognized when the company became a party to the terms of the financial instrument agreement. Financial assets that are not measured at fair value through profit or loss (except accounts receivable, which do not contain a significant financial component) or financial liabilities are measured at fair value plus the transaction cost directly attributable to the acquisition or issue. Accounts receivable, which do not contain significant financial components, are originally measured at transaction prices.

  1. Financial assets

The purchase or sale of financial assets by a conventional trader, the company shall treat all purchases and sales of financial assets classified in the same manner in accordance with the transaction date or the settlement date.

At the time of the original recognition, financial assets were classified as: financial assets measured at amortized cost, debt instrument investments measured at fair value through other comprehensive income, equity instrument investments measured at fair value through other comprehensive income, or financial assets measured at fair value through gains and losses.

The company will only change its business model for managing financial assets from the first day of the next reporting period to classify all affected financial assets.

  • (1) Financial assets measured at amortized cost

Financial assets are measured at post-amortized cost when they simultaneously meet the following conditions and are not specified to be measured at fair value through profit or loss:

  • ‧The financial asset is held under a business model for the purpose of collecting contractual cash flow.

‧The cash flow generated by the terms of the contract on the financial asset at the specified date is solely for the payment of the principal and the interest on the outstanding principal amount.

The cumulative amortization of such assets is subsequently calculated by the effective interest method plus or minus the original amount recognized, and the amortized cost of any loss allowance is adjusted. Interest income, foreign exchange gains and losses and impairment losses are recognized as gains and losses. When derecognized, the profit or loss shall be included in the profit or loss.

(2)Financial assets measured at FVTOCI

When the debt instrument investment simultaneously meets the following conditions and is not specified to be measured at fair value through profit and loss, it is measured at fair value through other consolidated profit and loss:

  • ‧The financial asset is held under a business model for the purpose of collecting contractual cash flow and selling.

  • ‧The cash flow generated by the terms of the contract on the financial asset at the specified date is solely for the payment of the principal and the interest on the

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Notes to the Parent Company Only Financial Statements of Lotes Co., Ltd.

outstanding principal amount.

The company may, at the time of its original recognition, irrevocably choose to report the subsequent changes in the fair value of its non-tradable equity instrument investments to other consolidated profits and losses. The foregoing selection is made on an item-by-item tool basis.

Debt instrument investors are measured by fair value afterwards. Interest income, foreign exchange gains and losses and impairment losses calculated by the effective interest method are recognized as gains and losses, while the remaining net gains or losses are recognized as other comprehensive income. When discounting, the accumulated amount of other comprehensive income shall be reclassified into comprehensive income.

Equity instrument investors are measured by fair value afterwards. Dividend income (unless it clearly represents the recovery of a portion of the investment cost) is recognized as a profit or loss. The remaining net benefits or losses are recognized as other comprehensive income and are not reclassified into gains and losses.

Dividend income from equity investments is recognized on the date (usually ex-dividend date) when the consolidated company becomes entitled to receive dividends.

(3)Financial assets measured at FVTPL

Financial assets that are not measured at fair value at the above amortized cost or through other comprehensive income are measured at fair value through gains and losses, including derivative financial assets. The company may, at the time of its original recognition, irrevocably designate financial assets that meet the criteria of measuring at fair value according to the amortized cost or through other comprehensive income as financial assets measured at fair value through gains and losses in order to eliminate or substantially reduce improper accounting matching.

Such assets are subsequently measured at fair value and their net gains or losses (including any dividends and interest income) are recognized as gains or losses.

(4) Business model evaluation

The purpose of the company is to assess the business model of holding financial assets at a portfolio level, which best reflects the way of operation and management and the way of providing information to management. The following information is considered:

  • ·The portfolio policies and objectives described and the operation of such policies. Including whether the management’s strategy is to focus on earning contractual cash flow, maintaining a certain portfolio of interest rates, matching the duration of financial assets with the duration of the relevant liabilities or anticipated cash outflows, or achieving cash flow through the sale of financial assets.

  • ·Performance of the business model and how the financial assets held under the business model are evaluated and reported to the principal managers of the business.

  • ·Risks that affect the performance of the business model (and the financial assets held under the business model) and the manner in which such risks are managed.

  • ·The frequency, amount and timeliness of previous sales of financial assets, the reasons for such sales and the expectation of future sales.

The transfer of a financial asset to a third party for the above business purposes that does not meet the exclusion criteria is not a sale as described above, consistent with the purpose for which the merged company continues to recognize the asset.

  • Financial assets held for trading and managed and evaluated for performance on a

  • fair value basis are measured at fair value through profit and loss.

  • (5) Evaluate whether the cash flow of the contract is fully the interest on the payment of the principal and the amount of outstanding principal

For evaluation purposes, the principal is the fair value of the financial asset at the time of its original recognition, and the interest is made up of the following considerations: the time value of money, the credit risk associated with the amount of outstanding principal in circulation during a particular period, and other basic lending risks and costs and profit margins.

To evaluate whether the contract cash flow is fully interest on the principal and the outstanding principal amount, the company considers the terms of the financial instrument contract, including whether the financial asset contains a contract term that can change the point or amount of the cash flow of the contract, causing it to fail to meet

88

Notes to the Parent Company Only Financial Statements of Lotes Co., Ltd.

this condition. In the evaluation, the consolidated company considers:

·Any contingencies that change the timeliness or amount of the cash flow of the contract;

·The terms of the coupon rate may be adjusted, including the nature of the variable rate;

·The nature of prepayment and extension; and

·Claims of the consolidated company are limited to cash flow terms derived from specific assets (e.g. non-recourse nature).

(6) Impairment of financial assets

For the financial assets measured at the amortized cost after (including cash and about when cash, notes receivable, accounts receivable, other receivables, refundable deposit, and other financial assets, etc.), through the other comprehensive income measured at fair value, the debt instruments of investment assets and contract of expected loss, the company recognizes the allowance for credit losses.

The following financial assets are measured against losses according to the expected credit loss amount of 12 months, and the rest are measured according to the expected credit loss amount of the existing period:

‧Determine that the credit risk of the debt securities at the reporting date is low; and

‧The credit risk of other debt securities and bank deposits (i.e. the risk of default during the expected life of financial instruments) has not increased significantly since the original recognition.

The loss allowance for accounts receivable and contract assets is measured in terms of the expected credit loss during the period of existence.

In determining whether credit risk has increased significantly since the initial recognition, the consolidated company considers reasonable and verifiable information (available at no excessive cost or investment), including qualitative and quantitative information, as well as analysis based on the Company’s historical experiences, credit assessment and forward-looking information.

The consolidated company shall be deemed to be in default of the financial asset if the debtor of the contract payment is unlikely to meet his credit obligations to make the full payment to the consolidated company.

Expected credit loss during the life of a financial instrument refers to the expected credit loss arising from all possible defaults during the life of the financial instrument.

Twelve-month expected credit loss refers to the expected credit loss arising from the possible default of the financial instrument within twelve months after the date of the report (or a shorter period, if the expected duration of the financial instrument is shorter than twelve months).

The longest contract period during which the expected credit loss is measured is the longest contract period during which the company is exposed to credit risk.

The expected credit loss is the probabilistic weighted estimate of the credit loss during the expected life of the financial instrument. Credit losses are measured in terms of the present value of all cash shortfalls, the difference between the cash flows that the company can collect under the contract and the cash flows that the company expects to collect. The expected credit loss is discounted at the effective interest rate of the financial asset.

On each reporting date, the company evaluates whether there is a credit impairment in the debt securities on which financial assets are measured at after-amortized cost and on which fair value is measured through other comprehensive income. When one or more events have occurred that adversely affect the estimated future cash flow of a financial asset, the financial asset has suffered a credit impairment. Evidence of credit impairment of financial assets includes observable information relating to:

·Major financial difficulties of the borrower or issuer;

·Default, such as delay or delay beyond a specified period;

·For economic or contractual reasons related to the borrower’s financial difficulties, the merged company gives the borrower concessions that the borrower would not have considered;

·The borrower is likely to file for bankruptcy or other financial restructuring; or

·The active market for the financial asset disappears due to financial difficulties.

The loss allowance for a financial asset measured at its amortized cost is deducted from the carrying amount of the asset. The allowance for losses on debt instrument investments is measured at fair value through other comprehensive income. It is

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Notes to the Parent Company Only Financial Statements of Lotes Co., Ltd.

adjusted and recognized as other comprehensive income (without reducing the carrying amount of the assets).

When the company cannot reasonably expect to recover the financial assets as a whole or in part, it will directly reduce the total book amount of its financial assets. For the company, the company shall analyze the date and amount of the write-off on the basis of whether it is reasonable to expect recovery. The company does not expect a significant reversal of the write-off. However, financial assets that have been written off may still be enforced to comply with the procedures of the consolidated company for recovering overdue amounts.

(7) Financial assets derecognition

When the Company terminates the contractual rights from the cash flow of such assets or has transferred the financial assets and almost all risks and returns of the asset ownership have been transferred to other enterprises, the financial assets shall be derecognized.

Transactions in which the Company enters into transfers of financial assets that retain all or substantially all of the risks and rewards of ownership of the transferred assets continue to be recognized on the balance sheet.

2. Financial liabilities and equity instruments

(1) Classification of liabilities or equity

Debt and equity instruments issued by the Company are classified as financial liabilities or equity based on the substance of the contractual agreements and the definitions of financial liabilities and equity instruments.

(2) Equity transactions

An equity instrument is any contract that evidences a residual interest in the assets of the Company after deducting all of its liabilities. Equity instruments issued by the Company are recognized at the amount of the consideration received less direct issue costs.

(3) Compound financial instruments

The number of shares issued does not vary with the change in fair value of the compound financial instruments, which are convertible bonds (denominated in New Taiwan dollars) that the holders have the option to convert to equity.

The original recognition amount of the liability component of a compound financial instrument is measured at the fair value of a similar liability excluding the equity conversion rights. The original recognition amount of the equity component is measured as the difference between the fair value of the compound financial instrument as a whole and the fair value of the liability component. Any directly attributable transaction costs are allocated to the liability and equity components in proportion to the carrying amounts of the original liability and equity.

After initial recognition, the liability component of a compound financial instrument is measured at amortized cost using the effective interest method. The equity component of a compound financial instrument is not remeasured after initial recognition.

Interest related to financial liabilities is recognized as profit or loss. Financial liabilities are reclassified to equity upon conversion, and no gain or loss is recognized upon conversion.

(4) Financial liabilities

Financial liabilities are classified as amortized costs or measured at fair value through profit or loss. Financial liabilities which are held for trading, derivatives or specified at the time of their original recognition are classified as being measured at fair value through profit or loss. Financial liabilities, measured at fair value through profit and loss, are measured at fair value, and the associated net benefits and losses, including any interest expense, are recognized as profit and loss.

The effective subsequent interest method for other financial liabilities is measured at the amortized cost. Interest expenses and exchange gains and losses are recognized as gains and losses. Any benefit or loss at the time of discounting is also considered as profit or loss.

(5) Derecognition of financial liabilities

The Company derecognizes financial liabilities when contractual obligations have been fulfilled, cancelled or matured. When the terms of a financial liability are modified and the cash flows of the modified liability differ materially, the original financial

90

Notes to the Parent Company Only Financial Statements of Lotes Co., Ltd.

liability is derecognized and a new financial liability is recognized at fair value based on the modified terms.

When derecognizing financial liabilities, the difference between carrying amount and the sum of paid or payable considerations (including any transferred non-cash capital or assumed liabilities) shall be recognized as gains and losses.

(6) Offset between financial assets and liabilities

Financial assets and financial liabilities can be offset with each other and represented on the balance sheet with net value only when the Company has legal rights to offset and has the intention to deliver with net value as well as realize capital and liquidate the liabilities.

3. Derivative financial instruments

The Company holds derivative financial instruments to avoid foreign currency and interest rate risks. Embedded derivatives are separated from the main contract when specific conditions are met and the main contract is not a financial asset.

Derivative instruments are initially recognized at fair value and subsequently measured at fair value, and the resulting gain or loss is recognized directly in profit or loss.

(7) Inventory

Inventory shall be measured with the lower of the costs and net realizable value. The costs include the acquisition, production and processing costs enabling them to arrive at the available places and status and other costs, which are calculated according to the standard cost method, and priced at cost transferring according to weighted mean method. The costs of the inventory of finished products and products in process include the manufacturing costs amortized based on normal production capacity according to proper percentage.

Net realizable value refers to the estimated prices under normal operation deducting estimated costs to be needed for estimated completion and estimated costs to be needed for completing selling.

(8) Investing subsidiary

In preparing individual financial statements, the Company applies the equity method to investees over which it has control. Under the equity method, the share of current profit or loss and other comprehensive income of the individual financial report is the same as the share of current profit or loss and other comprehensive income attributable to the owners of the parent in the financial statements prepared on a consolidated basis, and the interest of the owners of the individual financial report is the same as the interest attributable to the owners of the parent in the financial statements prepared on a consolidated basis.

Changes in the Company’s ownership interest in a subsidiary that do not result in a loss of control are treated as equity transactions with owners.

  • (9)Property, plant and equipment

  • Recognition and measurement

Items of property, plant and equipment are measured at cost, including capitalized borrowing costs, less accumulated depreciation and any accumulated impairment. Significant components of property, plant and equipment are treated as separate items (major components) when they have different life cycles.

Gain or loss on disposal of property, plant and equipment is recognized in profit or

loss.

2. Subsequent costs

Subsequent expenses are capitalized only when it is probable that future economic benefits will flow into the Company.

  1. Depreciation Depreciation is calculated based on the cost of the asset less its residual value and is recognized in profit or loss using the straight-line method over the estimated useful life of each component.

The land is not subject to depreciation.

The estimated useful lives for the current and comparative periods are as follows:

(1) Buildings 20-40 years

(2) Machinery 2-10 years

  • (3) Other equipment 2-10 years

The Company reviews the method of depreciation, durability and residual value at each reporting date and makes appropriate adjustment as necessary.

  1. Reclassification to investment real estate

When real property for own use is reclassified to investment property, the real

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Notes to the Parent Company Only Financial Statements of Lotes Co., Ltd.

property is reclassified to investment property based on its carrying amount at the time of change of use.

(10) Investment property

Investment real estate means real property held for the purpose of earning rent or asset appreciation, or both, rather than for the purpose of production, provision of goods or services, or for administrative purposes. Investment real estate is originally measured by cost, and later measured by cost minus accumulated depreciation and accumulated impairment. The depreciation method, durable life and residual value shall be treated in accordance with the provisions of real estate, plant and equipment.

The disposal interest or loss of the investment real estate (calculated at the difference between the net disposal price and the account amount of the project) shall be recognized as the profit or loss.

The rental income of investment real estate is recognized as other income in the straight-line method during the lease term. The incentive to lease is recognized as part of the rental income during the lease term.

(11) Leasing

The company shall assess whether the contract is a lease or includes a lease on the date of formation of the contract. If the contract transfers control over the use of the identified assets for a period of time in exchange for consideration, the contract shall be a lease or includes a lease.

  1. The lessee

The company recognize the right-of-use assets and lease liabilities on the beginning date of the lease. Right-of-use assets are originally measured in terms of cost, which includes the original measured amount of lease liabilities, adjusts the lease beginning date or before payment of any rent payment, and the initial direct costs, and applied to removing the asset and restoring its location or the estimated cost of the underlying assets. It minuses the charge of any lease incentives at the same time.

Depreciation of right-of-use assets following the commencement of the lease shall be carried out by the straight-line method at the end of the useful life of right-of-use assets or earlier at the end of the lease term. In addition, the company will periodically evaluate whether there is any loss of right-of-use assets and deal with any loss that has occurred, and adjust the right-of-use assets in the case of lease liabilities.

Lease liabilities are defined as the present value of lease benefits not yet paid at lease commencement date. If the implied lease rate is easy to determine, the discount rate will be that rate, and if not, the incremental borrowing rate of the Company will be used. Generally speaking, the consolidated company adopts its incremental borrowing rate as the discount rate.

Lease benefits measured in Lease liabilities include:

(1) fixed payments, including substantive fixed payments;

(2) depending on the variation of a certain index or rate of rent payment, the index or rate on the commencement date of the lease shall be used as the original measurement;

(3) the guaranteed amount of salvage value expected to be paid; and

(4) the price at which the option to exercise the option to purchase or terminate the lease will be reasonably determined or the penalty to be paid. Lease liabilities is then calculated using effective interest method, and the amount was measured when:

(1) changes in the index or rate used to determine lease payments result in

changes in future lease payments;

(2) the guaranteed amount of the residual value expected to be paid has changed;

(3) the evaluation of the underlying asset purchase option has changed;

(4) the estimate of whether to exercise the option of extension or termination has changed, which leads to the change of the assessment of the lease period;

(5) modification of the subject matter, scope or other terms of the lease. Lease liabilities are remeasured due to the aforementioned changes in the index or rate used to determine lease payments, changes in the residual value guarantee amount, and changes in the evaluation of purchases, extensions or termination options, the book value of right-of-use assets should be adjusted accordingly. When the book value of

92

Notes to the Parent Company Only Financial Statements of Lotes Co., Ltd.

right-of-use assets is reduced to zero, the remaining re-measured amount is recognized in profit or loss.

For the tease modifications about the reduced coverage, the book amount of right-of-use assets will be reduced to reflect partial or total termination of Lease, and the difference between Lease assets and Lease assets will be included in the profit and loss.

The company will express the right-of-use assets and lease liabilities that do not conform to the definition of investment real estate in the form of single line items in the balance sheet.

2. The lesso

The transaction in which the company is a lessor shall be classified as a financial lease or an operating lease on the date of establishment of the lease, depending on whether or not the lease contract is transferred to almost all the risks and rewards attached to the ownership of the underlying asset. In the evaluation, the consolidated company shall consider certain indicators, including whether the lease term covers the principal part of the underlying asset’s economic life.

If the company is a sublease lessor, it will handle the master lease and the sublease transaction respectively and evaluate the sublease transaction classification based on the right-of-use assets generated from the master lease. If the principal lease is a short-term lease and a recognition waiver is applicable, the sublease transaction shall be classified as an operating lease.

  • (12) Intangible assets

1. Recognition and measurement

  • Computer software acquired by the Company is measured at cost less accumulated

  • amortization and accumulated impairment.

2. Subsequent expenditure

The subsequent expenditure can be capitalized only when they can increase the future economic benefits of relevant specific assets, and all of other expenditures are recognized as gains and losses when they occur, including the expenses for developing reputation and brand establishing.

3. Amortization

Amortization is calculated based on the cost of the asset less its estimated residual value and is recognized in profit or loss using the straight-line method over the estimated useful lives of the Intangible assets, from one to five years from the time the assets reach a ready-for-use condition.

The Company reviews the amortization method, useful life and residual value of Intangible assets at each reporting date and makes appropriate adjustments as necessary. (13) Non-financial asset impairment

At each reporting date, the Company assesses whether there is any indication that the carrying amount of non-financial assets (other than inventories, deferred income tax assets) may be impaired. If any indication exists, the recoverable amount of the asset is estimated.

For the purpose of impairment testing, cash inflows that are largely independent of other individual assets or groups of assets are treated as the smallest identifiable group of assets.

The recoverable amount is the higher of the fair value less costs to dispose of the individual asset or cash-generating unit or its value in use. If the recoverable amount of an individual asset or cash-generating unit is less than its carrying amount, an impairment loss is recognized. An impairment loss is recognized immediately in profit or loss and is reduced first by the carrying amount of goodwill amortized on the cash-generating unit and then by the carrying amount of each other asset in the unit in proportion to its carrying amount.

Non-financial assets other than goodwill are reversed only to the extent that they do not exceed the carrying amount (net of depreciation or amortization) that would have been determined had no impairment loss been recognized for the asset in prior years.

(14) Provision for liabilities

Provisions are recognized as present obligations due to past events that make it probable that the Company will need to expend economically efficient resources in the future to settle the obligation and the amount of the obligation can be reliably estimated.

The amount recognized in Provisions takes into account the risks and uncertainties of the obligation and is the best estimate of the payments required to settle the obligation at the end of the reporting period. If Provisions is measured at the estimated cash flows to settle this realistic obligation, the carrying amount is the present value of those cash flows.

93

Notes to the Parent Company Only Financial Statements of Lotes Co., Ltd.

(15) Income recognition

Revenue from customer contracts

Income is measured in consideration for the expected entitlement to transfer goods or services. The company recognizes revenue from the transfer of control of goods or services to the customer in order to meet its performance obligations.

The company manufactures electronic components and sells them to manufacturers in the electronics industry. The company recognizes revenue at the time of the transfer of control over the products. Control transfer of the product means that the product has been delivered to the customer and the customer can fully determine the sales channel and price of the product, and there is no failure to fulfill obligations that would affect the customer’s acceptance of the product. Delivery occurs when the product is shipped to a specific location, the risk of obsolescence and loss has been transferred to the customer, the customer has accepted the product in accordance with the sales contract, the acceptance terms have expired, or the consolidated company has objective evidence that all acceptance conditions have been met.

The consolidated company recognizes revenue on the basis of the net amount of the estimated discount deducted from the contract price, the amount of which is estimated based on past experiences, and only to the extent that there is a high probability that no significant turnaround will occur. As of the date of the report, the sales will expect to pay the customer for the discount, which is refunded as refund liabilities. The average credit period of sales is one hundred twenty days to one hundred fifty days, which is consistent with the practice of the same trade, so no financing elements are included.

The company shall recognize accounts receivable at the time of delivery of the goods, as the consolidated company shall have the right to receive unconditional consideration at that time.

The time between the transfer of goods or services from all customer contracts to the customer and the time between the customer’s payment for the goods or services is expected to be no more than one year, so the company does not adjust the time currency value of the transaction price.

(16) Employee benefits

1. Defined contribution plan

The contribution obligation of the defined contribution pension plan is recognized as an expense in the period in which the employees render service to the Company.

2. Defined benefit plan

The Company’s net obligation to a defined benefit plan is measured by discounting the present value of future benefits earned by the employee’s current or prior period of service, less the fair value of the plan assets.

The defined benefit obligation is actuated annually by a qualified actuary using the projected unit benefit method. When the results of the calculation are probable to be favorable to the Company, an asset is recognized to the extent of the present value of any economic benefits that may be obtained by returning a contribution from the plan or reducing future contributions to the plan. Any minimum funding requirement is taken into account in calculating the present value of economic benefits.

The remeasurement of the net defined benefit obligation, including actuarial gains and losses, compensation for plan assets (excluding interest), and any change in the impact of asset limits (excluding interest) is recognized immediately in other comprehensive income and accumulated in retained earnings. The Company determines net interest expense (income) for net defined benefit liabilities (assets) using the net defined benefit liabilities (assets) and discount rate determined at the beginning of the annual reporting period. Net interest expense and other costs for defined benefit plans are recognized in profit or loss.

When a plan is revised or curtailed, changes in benefits related to prior period service costs or curtailment gains or losses are recognized immediately in profit or loss. The Company recognizes gain or loss on the settlement of defined benefit plans when settlement occurs.

3. Short-term employee benefits

Short-term employee benefit obligations are recognized as an expense when services are provided. If the Company has a present legal or constructive obligation to pay for services rendered by employees in the past and the obligation can be estimated reliably, the amount is recognized as a liability.

94

Notes to the Parent Company Only Financial Statements of Lotes Co., Ltd.

(17) Share-based payment transactions

Equity-settled share-based payment agreements recognize an expense and increase relative equity over the vesting period of the award at the grant date fair value. The expense recognized is adjusted for the number of awards that are expected to qualify for the service condition and the non-market vesting condition, and the final amount recognized is measured based on the number of awards that qualify for the service condition and the non-market vesting condition on the vesting date.

The non-vested conditions regarding share-based payment awards are reflected in the measurement of the fair value of the share-based payment awards at the date of grant and no adjustment is required to be made to verify the difference between the expected and actual results.

The fair value amount of the share appreciation rights payable to employees for cash settlement is recognized as an expense and an increase in the relative liability in the period in which the employees reach the point where they can receive unconditional compensation. The liability is remeasured at the fair value of the share appreciation rights at each reporting date and settlement date, and any change is recognized in profit or loss. (18) Income tax

Income taxes include current and deferred income tax asset. Except those related to enterprise consolidation and items directly recognized as equities or other comprehensive income, Current tax and deferred income tax asset shall be recognized as gains and losses.

Current taxes include expected payable income taxes or receivable tax rebates of the annual taxation (losses) calculated according to the legal tax rate or substantial legal tax rate on the report day, and any unappropriated retained earnings plus 10% income tax recognized as tax expense in the shareholders meeting resolution year calculated according to the adjustments to the payable income taxes in the previous year and the provisions of income tax laws.

Deferred income tax assets are measured and recognized according to the temporary difference between the carrying amount and taxation basis of assets and liabilities with financial report objectives. In case of any of the following situations, the temporary differences will not be recognized as deferred income tax assets:

  1. Those do not belong to the assets or liabilities originally recognized in the transaction of enterprise consolidation, and not influencing accounting profits and taxation incomes (losses) during the transaction.

  2. Those generated due to investment subsidiary company and joint equities and likely to not to be returned in the foreseeable future.

  3. Original recognition of business reputation

Deferred income tax assets are recognized for unused tax losses and unused income tax credits in subsequent periods to the extent that it is probable that future taxable income will be available against which the temporary differences can be deducted. Deferred income tax assets are reassessed at each reporting date and reduced to the extent that it is not probable that the related income tax benefit will be realized, or to the extent that it becomes probable that sufficient taxable income will be available to allow the reversal of the original reduction. Deferred income tax assets are measured according to the tax rate in the current period when the expected capital is realized or liabilities are liquidated and based on the legal tax rate or substantial legal tax rate on the report day.

  • Only when the Company shall meet the following conditions at the same time, can the

  • deferred income tax assets and deferred tax liabilities offset with each other: 1. Having the legal execution right to make the current income tax assets and the current tax liabilities offset with each other: and

  • Deferred income tax assets and deferred tax liabilities are related to one of the subjects of tax payment from which the same tax authority levies income tax;

    • (1) Same subject of tax payment; or

    • (2) Different subjects of tax payment, but all subjects intend to liquidate the current tax liabilities and assets based on net amount or at the same time realize assets and liquidate liabilities in each of the future periods when deferred income tax assets of major amounts are expected to be recovered and deferred tax liabilities expected to be liquidated.

  • (19) Earnings per share

The Company lists the basic and diluted earnings per share of holders of common stock equity of the Company. The basic earnings per share of the Company shall be calculated

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Notes to the Parent Company Only Financial Statements of Lotes Co., Ltd.

with the gains and losses of the holders of common stock equity of the Company divided by the weighted mean of current outstanding common shares. Diluted earnings per share shall be calculated after adjusting the influence of all potential diluted common shares of the gains and losses of the holders of common stock equity of the Company and the weighted mean of current outstanding common shares. The potential diluted common shares of the Company include convertible corporate bonds and stock options for employees.

(20) Segmental information

The Company has disclosed segment information in the Consolidated Financial Statements and therefore individual financial statements do not disclose segment information.

V. Primary Sources of Major Accounting Judgment, Estimate and Assumption Uncertainties

Management is required to make judgments, estimates and assumptions in preparing this entity’s financial statements in accordance with “Guidelines Governing the Preparation of Financial Reports by Securities Issuers” that will affect the adoption of accounting policies and the reported amounts of assets, liabilities, revenue and expenses. Actual results may differ from estimates.

The management authority continuously inspects the estimate and basic assumption, and accounting changes are recognized during the period of changes and the period of future to be influenced.

The following assumptions and estimates are subject to significant risks of material adjustments to the carrying amounts of assets and liabilities in the next financial year, and the related information is as follows:

Inventory evaluation

Since inventory must be measured at the lower of cost or net realizable value, the company estimates the reported amount of inventory due to normal wear and tear, obsolescence, or no market sale value daily and reduces the cost of inventory to net realizable value. The net realizable value of inventories may change significantly due to rapid changes in the industry and the introduction of new products. Please refer to Note VI (4) for the inventory assessment.

VI. Descriptions for Important Accounting Items

  • (1) Cash and cash equivalents

riptions for Important Accounting Items
Cash and cash equivalents

Petty cash
Checks and demand deposits
Time deposits
Cash and cash equivalents listed on the Statement
Dec. 31, 2021
$ 52
725,472
54,389
$
779,913

Dec. 31, 2020
99
497,153
50
497,302

Disclosures of interest rate risks and sensitivity analysis on financial assets and liabilities of the Company are seen in Note VI (24). (2) Financial assets

  1. Financial assets measured at FVTPL
Financial assets mandatorily measured at FVTPL:
Current
Non-hedging derivatives
Forward exchange contracts
Non-current
Non-hedging derivatives
Embedded derivatives—right of redemption
Total
Dec. 31, 2021
$ -
Dec. 31, 2020
2,080
3,370

-

$
3,370


2,080

Please refer to Note VI (11) for the disclosure of embedded derivatives of the convertible bonds issued by the Company.

Please refer to Note VI (24) for the amount recognized in profit or loss based on fair value remeasurement.

The Company engages in derivative financial instruments to hedge its exposure to

96

Notes to the Parent Company Only Financial Statements of Lotes Co., Ltd.

exchange rate risk arising from operating activities. The breakdown of derivative instruments reported as financial assets measured at FVTPL for non-applicable hedge accounting is as follows:


accounting is as follows:
Dec. 31, 2020

Financial assets
Contract
(NT$
principal
1,000)
Maturity
Forward exchange contracts



USD
USD
USD
USD
USD
4,000
2,000
2,000
2,000
2,000
110.01.11
110.01.12
110.01.22
110.02.09
110.02.18
USD 2,000 110.02.19

USD
USD
2,000
6,000
110.02.23
110.03.10
USD 2,000 110.03.23

. Financial assets measured at FVTOCI
Dec. 31, 2021 Dec. 31, 2020
Non-current:
Domestic unlisted (or OTC) stocks—SteadyBeat
Technology Corporation 8,545
-
Domestic unlisted (or OTC) stocks—G-sau
Co.,Ltd 955
-
Total $
9,500

-

2. Financial assets measured at FVTOCI

The Company’s investments in these equity instruments are not held for trading purposes and have been designated as measured at FVTOCI.

The Company has no dividend income from equity instruments measured at FVTOCI as listed above for the year 2021.

As of December 31, 2021, none of the Company’s financial assets had been pledged as collateral.

(3) Notes receivable, accounts receivable and other receivables


Notes receivable
Accounts receivable
Other receivables
Less: provisions

Dec. 31, 2021
$ 1,911
5,847,230
25,195
(4,755)
$
5,869,581
Dec. 31, 2020

2,485

4,320,998

111,377
(5,424)
4,429,436

For the changes in the provisions for notes and accounts receivable for the years 2021 and 2020, please refer to Note VI (24) 1. (3) Statement of Impairment Losses. (4) Inventory


Merchandises
Finished goods
Raw materials
Dec. 31, 2021
$ 993,764
2,061
29
$
995,854
Dec. 31, 2020

710,364

108
5
710,477

The Company’s inventory as of December 31, 2021 and 2020 including allowance for inventory losses are NT$64,856 thousand dollars and NT$45,507 thousand dollars respectively.

The Company recognized inventory-related expenses (gain) as follows:

Cost of goods sold
Inventory valuation and disposal loss
Total
2021
$ 11,389,816
21,612
$
11,411,428
2020

8,787,969
29,666
8,817,635

As of December 31, 2021 and 2020, the Company’s inventories were not pledged as security.

(5) Investment accounted for using the equity method

The investments of the Company accounted for using the equity method are as follows:

97

Notes to the Parent Company Only Financial Statements of Lotes Co., Ltd.

Dec. 31, 2021 Dec. 31, 2020 Subsidiaries $ 12,624,489 10,225,811

1. Subsidiaries

Please refer to the consolidated financial statements for year 2021.

2. Guarantee

As of December 31, 2021 and 2020, the Company’s investments accounted for using the equity method did not provide security for the pledge.

(6) Property, plant and equipment

The changes in the cost, depreciation and impairment losses of the property, plant and equipment of the Company are as follows:

Cost or deemed cost:
Balance on January 1, 2021
Addition
Disposal
Balance on December 31, 2021
Balance on January 1, 2020
Addition
Disposal
Balance on December 31, 2020
Losses on depreciation and impairment:
Balance on January 1, 2021
Depreciation in the year
Disposal
Balance on December 31, 2021
Balance on January 1, 2020
Depreciation in the year
Disposal
Balance on December 31, 2020
Book value:
December 31, 2021
December 31, 2020
Land
$ 28,250
-
-
Buildings Machinery
equipment

12,480
155
(715)

Other

49,298

5,697
(3,540)


Total

122,466

5,852
(4,255)

32,438
-
-
$
28,250
32,438
11,920

51,455

124,063

$ 28,250
-
-


32,438
-
-


14,300
-
(1,820)


48,319
1,181
(202)




123,307

1,181
(2,022)
$
28,250
32,438
12,480

49,298

122,466

$ -
-
-

16,973
903
-



12,288

60
(715)



34,929

4,811
(3,540)




64,190

5,774
(4,255)
$
-
17,876
11,633

36,200

65,709
$ -
-
-

16,070
903
-



13,615

377
(1,704)



30,194

4,937
(202)




59,879

6,217
(1,906)
$
-
16,973
12,288

34,929

64,190
$
28,250

14,562

287

15,255

58,354

$
28,250

15,465
192
14,369

58,276

As of December 31, 2021, and December 31, 2020, property, plant and equipment were used as collateral for short-term loans and financing lines. Please refer to Note VIII for details.

(7) Right-of-use assets

The changes in the costs of the lease of lands, buildings, machinery and other equipment, losses on depreciation and impairment of the consolidated company are as follows:

Cost of right-of-use assets:
Balance on January 1, 2021
Addition
Balance on December 31, 2021
Balance on January 1, 2020
Decrease
Balance on December 31, 2020
Losses on depreciation and impairment of right-of-use assets:
Balance on January 1, 2021
Depreciation for the period
Balance on December 31, 2021
Balance on January 1, 2020
Depreciation for the period
Decrease
Balance on December 31, 2020
Book value:
December 31, 2021
Buildings
$ -
118
$
118
$ 118
(118)

$
-
$ -
59
$
59
$ 59
59
(118)

$
-
$
59

98

Notes to the Parent Company Only Financial Statements of Lotes Co., Ltd.

December 31, 2020 $ -

(8) Investment property

The changes in the investment property of the Company are as follows:


Land
Buildings
Total
Cost or deemed cost:
Balance on January 1, 2021
$ 260,576
44,832
305,408
Addition
-
1,516
1,516
Balance on December 31, 2021
$
260,576
46,348
306,924
Balance on January 1, 2020
$ 248,200
39,285
287,485
Addition
12,376
5,547
17,923
Balance on December 31, 2020
$
260,576
44,832
305,408
Losses on depreciation and impairment:
Balance on January 1, 2021
$ -
5,481
5,481
Depreciation
-
1,187
1,187
Balance on December 31, 2021
$
-
6,668
6,668
Balance on January 1, 2020
$ -
4,483
4,483
Depreciation
-
998
998
Balance on December 31, 2020
$
-
5,481
5,481
Book value:
December 31, 2021
$
260,576
39,680
300,256
January 1, 2020
$
248,200
34,802
283,002
December 31, 2020
$
260,576
39,351
299,927
Fair value:


December 31, 2021
$
390,082
December 31, 2020
$
372,159
As of December 31, 2021 and 2020, none of the Company’s investment properties had
been pledged as security.
Intangible assets
The changes in the cost and amortization of the intangible assets of the Company are as
follows:
Computer
software
Other
Total
Cost:
Balance on January 1, 2021
$ 143,219
600
143,819
Separate acquisition
10,852
-
10,852
Derecognization
(42,987)
-
(42,987)
Balance on December 31, 2021
$
111,084
600
111,684
Balance on January 1, 2020
$ 84,795
600
85,395
Separate acquisition
58,424
-
58,424
Balance on December 31, 2020
$
143,219
600
143,819
Losses on amortization and
impairment:

Balance on January 1, 2021
$ 46,236
-
46,236
Amortization for the period
25,901
-
25,901
Derecognization
(42,987)
-
(42,987)
Balance on December 31, 2021
$
29,150
-
29,150
Balance on January 1, 2020
$ 34,458
-

34,458
Amortization for the period
11,778
-
11,778
Balance on December 31, 2020
$
46,236
-
46,236
Book value:

Balance on December 31, 2021
$
81,934
600
82,534
Balance on December 31, 2020
$
96,983
600
97,583

Land

Buildings

44,832
1,516

Total

305,408

1,516
$ 260,576
-
$
260,576


46,348



306,924

$ 248,200
12,376



39,285

5,547



287,485

17,923

$
260,576



44,832



305,408

$ -
-


5,481
1,187



5,481

1,187
$
-

6,668



6,668
$ -
-

4,483
998



4,483

998
$
-
5,481
5,481
$
260,576


39,680



300,256

$
248,200



34,802



283,002

$
260,576



39,351



299,927



$
390,082

$
372,159

(9) Intangible assets

The amortization expense of the intangible assets of the Company respectively recognized in the Statement of Comprehensive Income:

Operating cost Operating expense

2021 2020

3

11,775
$
12
$
25,889

99

Notes to the Parent Company Only Financial Statements of Lotes Co., Ltd.

(10) Short-term loans

The details of the Company’s short-term loans are as follows:


Unsecured bank loan
Unused line of credit
Interest rate range

Dec. 31, 2021

552,240
Dec. 31, 2020
-
1,456,320
-
%
$
$

1,207,600

0.70%~0.85%

For information on the Company’s interest rate and foreign currency risk, please refer to Note VI (24). In addition, please refer to Note VIII for the Company’s pledge of assets for short-term loans and Note IX for the Company’s guarantee notes for bank loans and financing lines.

(11) Bonds payable




Interest rate range
0.70%~0.85%
-
%
For information on the Company’s interest rate and foreign currency risk, please refer to
Note VI (24). In addition, please refer to Note VIII for the Company’s pledge of assets for
short-term loans and Note IX for the Company’s guarantee notes for bank loans and
financing lines.
onds payable



Interest rate range
0.70%~0.85%
-
%
For information on the Company’s interest rate and foreign currency risk, please refer to
Note VI (24). In addition, please refer to Note VIII for the Company’s pledge of assets for
short-term loans and Note IX for the Company’s guarantee notes for bank loans and
financing lines.
onds payable



Interest rate range
0.70%~0.85%
-
%
For information on the Company’s interest rate and foreign currency risk, please refer to
Note VI (24). In addition, please refer to Note VIII for the Company’s pledge of assets for
short-term loans and Note IX for the Company’s guarantee notes for bank loans and
financing lines.
onds payable
Information on the Company’s issuance of unsecured convertible bonds is as follows:
Dec. 31, 2021
Total amount of convertible bonds issued $ 1,000,000
Cumulative amount converted (63,900)
Unamortized balance of discount on bonds payable
Balance of bonds payable at the end of the period
Embedded derivatives—right of redemption (reported as financial assets
measured at FVTPL)
Equity component - conversion rights (reported as capital reserves - stock
options)
$
$
$
(24,173)
911,927
3,370
171,527
2021
Embedded derivatives—Redemption benefits (reported as other gains and
losses)
Interest expense
$
$
2,700
3,530

On August 19, 2021, the Company issued 10,000 domestic first three-year unsecured convertible bonds with a coupon rate of 0%, which are repayable in cash at par on maturity.

The conversion price was set at $563.2 per share at the time of issuance, and the conversion price will be adjusted according to the formula specified in the terms of the issuance if the conversion price of the Company’s common shares is adjusted in accordance with the terms of the issuance. The conversion price on December 31, 2021 was $547.5. There is no reset clause for the bonds.

The Company redeems the outstanding bonds at par value in cash if one of the following conditions is met:

  1. If the closing price of the Company’s common stock on the Taiwan Stock Exchange exceeds the conversion price of the Bonds by more than 30% for 30 consecutive business days from the day after the third month of the issuance of the Bonds to the 40th day before the expiration of the issuance period.

  2. The outstanding balance of the bonds is less than 10% of the original issue amount from the day after the third month of issuance to the 40th day before the expiration of the issuance period.

In fiscal 2021, the bondholders requested to convert 639 domestic three-year unsecured convertible bonds with a total carrying amount of $62,250 thousand, and the net change in capital reserves due to the conversion of bonds was $60,853 thousand, and the share capital generated from the conversion of bonds was $1,167 thousand. Please refer to Note VI (18) for the conversion of share capital.

(12) Lease liabilities

The carrying amounts of the Company’s lease liabilities are as follows:


Dec. 31, 2021
Current
$
59
Please refer to Note VI (24) for the maturity analysis.
The amounts recognized in the profit and loss are as follows:
2021
Interest expense for lease liabilities
$
1
Short-term lease expense
$
896

Dec. 31, 2021

Dec. 31, 2020

-
2020

1
$
1
$
896

-

Interest expense for lease liabilities Short-term lease expense

100

Notes to the Parent Company Only Financial Statements of Lotes Co., Ltd.

The amounts recognized in the Statement of Cash Flows are as follows:


2021
2020
Total cash outflow for leases
$
956
153
efund liabilities - current
Dec. 31, 2021
Dec. 31, 2020
Refund liabilities - current
$
195,105
161,767
The refund liabilities are mainly the prepayments to customers for the sales discount
and defects of electronic components.
rovision for liabilities
Dec. 31, 2021
Dec. 31, 2020
Provision for liabilities - non-current
Employee benefits
$
45,220
49,258

2021
$
956
Dec. 31, 2021
$
195,105

2020

153
  • (13) Refund liabilities - current

The refund liabilities are mainly the prepayments to customers for the sales discount and defects of electronic components.

(14) Provision for liabilities

Employee benefits are estimated under the Company’s defined benefit plan, please refer to Note VI (16) for details.

(15) Operating leasing

The company leases its investment real estate, which is classified as an operating lease because almost all risks and rewards belonging to the ownership of the underlying asset have not been transferred. Please refer to Note VI (8) for details of the investment real estate.

Due date analysis of lease benefits to report the total amount of undiscounted lease benefits received in the future is shown in the following table:

Less than 1 year
1 to 2 years
2 to 3 years
3 to 4 years
4 to 5 years
Total undiscounted lease payments
Dec. 31, 2021
$ 1,183
264
126
126
89
Dec. 31, 2020

4,544

523

-

-

-
5,067
$
1,788

Rental income generated from investment properties was NT$4,609,000 dollars and NT$4,896,000 dollars for 2021 and 2020 respectively. The direct operating expenses (including maintenance) incurred by the investment properties that generated rental income during the period were NT$1,367,000 dollars and NT$1,028,000 dollars respectively. (16) Employee benefits

1. Defined benefit plans

The reconciliation between the present value of defined benefit obligations and the fair value of plan assets of the Company is as follows:

Dec. 31, 2021 Dec. 31, 2020
Present value of defined benefit obligations $
78,057
83,499
Fair value of plan assets
Net defined benefit liability
$ (32,837)

45,220
(34,241)
49,258
Details of the employee benefit liabilities of the Company are as follows:
Dec. 31, 2021 Dec. 31, 2020
Liabilities from paid leaves $
5,108
3,394

The defined benefit plan of the Company is contributed to special account of contribution for retirement of Bank of Taiwan. The retirement payment of each employee applicable to Labor Standards Law is calculated in accordance with the base obtained based on the length of service and the average salaries within six months before

101

Notes to the Parent Company Only Financial Statements of Lotes Co., Ltd.

retirement.

(1) Composition of plan assets

The retirement fund contributed by the Consolidated under the Labor Standards Law shall be controlled by the Labor Funds Operation Bureau of the Ministry of Labor (hereinafter referred to as the Labor Funds Bureau), and under the provisions of Measures on the Management and Application of Labor Retirement Funds, the annual minimum return settled and distributed from the funds operation shall not be lower than the incomes calculated in accordance with the 2-year time certificate of deposit rate of the local banks.

As of the reporting date, the balance of the Company in the special account of contribution for retirement of Bank of Taiwan amounts to NT$ 32,837,000 dollars. The data of the application of the labor retirement funds include funds yield and funds asset allocation, with details to be seen in the information released on the website of the Labor Funds Bureau.

(2) Changes in the present values of defined benefit obligations

Changes in the present values of defined obligations of the Company in 2021 and in 2020 are as follows:

Defined benefit obligation on January 1
Service cost and interest in the year
Remeasurement of net defined benefit liabilities
(assets)
Benefit paid by the plan
Defined benefit obligation on December 31
2021
$ 83,499
951
(3,373)
(3,020)
2020

73,681

1,168

8,650

-

$
78,057

83,499

(3) Changes in fair value of plan assets

The changes in the fair value of defined benefit plan assets of the Company in 2021 and in 2020 are as follows:

Fair value of plan assets on January 1
Interest income
Remeasurement of net defined benefit liabilities
(assets)
Amount contributed to the plan
Benefit paid by the plan
Fair value of plan assets on December 31
2021
$ 34,241
119
477
1,020
(3,020)
2020

31,952

238

1,052

999

-

$
32,837

34,241

(4) Expenses recognized in profit or loss

The expenses of the Company recognized in profit or loss in 2021 and in 2020 are as follows:


as follows:
Service cost for the period
Net interest of net defined benefit liabilities
Operating cost
Promotion expense
Administration expense
R&D expense
2021
$ 662
170
2020

621

309
$
832
930
$ 110
286
277
159

115

290

337

188
$
832

930

(5) Remeasurement of the net defined benefit liabilities (assets) recognized in other comprehensive income

Remeasurement of the accumulated net defined benefit liabilities (assets) of the Company recognized in other comprehensive income in 2021 and in 2020 are as follows:

Accumulated balance on January 1
Amount recognized in the year
Accumulated balance on December 31
2021
$ (5,703)
3,851
2020
1,895
(7,598)

$
(1,852)

(5,703)

102

Notes to the Parent Company Only Financial Statements of Lotes Co., Ltd.

(6) Actuarial assumptions

The material actuarial assumptions used by the Company to determine the present value if defined benefit obligations at the end of the reporting period are as follows: Dec. 31, 2021 Dec. 31, 2020 Discount rate 0.70% 0.35% Increase in future salary 2.00% 2.00%

The amount of appropriation for defined benefit plans within 1 year after the reporting date for the year ended on December 31, 2021 is NT$1,002,000. The weighted average duration of defined benefit plans is 10 years.

(7) Sensitivity analysis

The effects of changes in the main actuarial assumptions adopted on December 31, 2021 and 2020 on the present value of defined benefit obligations are as follows:

December 31, 2021
Discount rate
Increase in future salary
December 31, 2020
Discount rate
Increase in future salary
Effects on defined benefit
obligations
Increased by
0.25%
Decreased by
0.25%
$ (2,023)
2,099
2,066
(2,002)
(2,278)
2,367
2,322
(2,247)

Increased by
0.25%
$ (2,023)
2,066
(2,278)
2,322

The above sensitivity analysis refers to the analysis on the influence of single assumption change based on the situation that other assumptions keep unchanged. In practice, many changes to the assumptions may be linked. The calculation method of sensitivity analysis shall be consistent with that of net defined benefit liabilities of the balance sheet.

The method and assumption applied in current sensitivity analysis is consistent with those adopted in early stage.

2. Defined contribution plan

As to the defined contribution plan, the Company shall contribute the retirement funds of employees to the individual accounts for labor retirement funds of the Bureau of Labor Insurance according to 6% of the monthly salaries of labors under the provisions of Labor Pension Act. Under this plan, after contributing fixed amount to the Bureau of Labor Insurance, the Company will not assume the legal or constructive obligations of paying extra amount.

The pension expense under the defined contribution retirement funds of the Company in the year of 2021 and 2020 are NT$7,003,000 and NT$6,664,000 respectively, which have been contributed to the Bureau of Labor Insurance. (17) Income tax

  1. The details of the income tax expenses of the Company are as follows:

Income tax expense for the period
Income tax generated in the current period
Surtax on undistributed retained earnings
Adjustment of the income tax in the previous year
Deferred income tax expense
Occurrence and reversal of temporary difference
Income tax expense

2021
$ 423,624
56,192
(14,104)

2020

380,186

22,374

(2,084)

465,712



400,476

2,538



6,535

$
468,250



407,011

The income tax expenses (profit) of the Company recognized in other comprehensive income in 2021 and in 2020 are as follows:

Components of other comprehensive income that will
not be reclassified to profit or loss:
Remeasurement of defined benefit plan
2021
$
770
2020
(1,520)

103

Notes to the Parent Company Only Financial Statements of Lotes Co., Ltd.

The reconciliation of the relationship between the income tax expense (profit) and the net profit before tax of the Company in 2021 and in 2020 is as follows:

Net profit before tax
Income tax calculated based on the tax rate of the place
where the Company located
Adjustments in accordance with tax laws
Adjustment of current income tax for the prior period
Surtax on undistributed retained earnings
Total
2. Deferred tax assets and liabilities
(1) Recognized deferred tax assets
Losses from inventory price drop and obsolescence
Unappropriated pension expenses
Losses from the price drop of fixed assets and idle
assets
Refund liabilities and accounts payable
Unrealized foreign exchange losses
Remeasurement of defined benefit plan
Deferred tax assets
2021
$ 3,940,451
2020

3,139,372


788,090
(361,928)
(14,104)
56,192



627,875

(241,154)

(2,084)

22,374

$
468,250


407,011

Dec. 31, 2021
$ 12,971
441
44
43,860
-
8,986

Dec. 31, 2020

9,101

478

44

43,368
823

9,758

$
66,302



63,572

104

Notes to the Parent Company Only Financial Statements of Lotes Co., Ltd.

(2) Recognized deferred income tax liabilities

) Recognized deferred income tax liabilities

Unrealized profit on exchange
Deferred income tax liabilities
Dec. 31, 2021
$ 6,038
Dec. 31, 2020
-

$
6,038
-

3. Income tax approval

The approval on the filing of final income tax return of the Company has lasted till the year 2018 as required by the taxing authority.

(18) Capital and other equity

As of December 31, 2021 and 2020, the total authorized share capital of the Company was $1,550,000,000 dollars with a par value of $10 per share, and the actual amount issued was $1,059,779,000 and $1,034,779,000 dollars, separately.

In fiscal 2021, the Company issued 117 thousand new shares at par value for a total amount of $1,167 thousand due to the exercise of conversion rights by holders of convertible bonds. The number of shares issued is included in the certificates of bond-to-stock conversion of $1,167 thousand because the related legal registration procedures have not yet been completed.

On May 13, 2021, the Board of Directors resolved to issue 2,500 thousand shares at a par value of $10 per share at an issue price of $432 per share through cash capital increase, with September 17, 2021 as the base date for the capital increase. The capital increase was approved by the Financial Supervisory Commission and the legal registration procedures were completed on October 8, 2021.

1. Capital reserves

The components of the Company’s capital reserve are as follows:



Premium of issued shares
Convertible bond conversion premium
Change in the net value of the stock of subsidiaries and
associates accounted for using the equity method
Employee stock options
Convertible bond stock options

Dec. 31, 2021
$ 4,628,739
72,562

370,540
40,330
171,527



Dec. 31, 2020
3,577,768
-
365,080
15,399
-
3,958,247

$
5,283,698

In accordance with the Company Act, capital surplus is required to cover losses first before new shares or cash can be issued in proportion to the shareholders’ original shares. Realized capital surplus referred to in the preceding paragraph includes premiums from the issuance of shares in excess of par value and proceeds from gifts received. In accordance with the Regulations Governing the Issuer’s Offerings and Issuance of Marketable Securities, the aggregate amount of capital surplus that may be capitalized each year shall not exceed 10% of the paid-in capital.

2. Retained earnings

In accordance with the Company’s Articles of Incorporation, the Company shall, after the final settlement of each year’s earnings, first complete tax contributions, make up for prior years’ deficits and set aside 10% as legal reserve, except when the legal reserve has reached the level of total capital; the Company is required by law to set aside or reverse special reserve. In the case of unappropriated earnings for the same period, the Board of Directors shall propose a proposal for the distribution of earnings to the shareholders for resolution, and the dividend to be distributed shall not be less than 20% of the net profit for the year after taxation, after deducting the net income provided for by law.

The Company will take into account the environment and growth of the Company and the distribution of earnings should take into account the Company’s future capital expenditure budget and capital requirements and pay cash dividends of not less than 10% of the dividends distributed in the current year.

(1) Legal reserve

If the Company has no deficit, it may, by resolution of the shareholders in general meeting, issue new shares or cash out of the legal reserve to the extent that such reserve exceeds 25% of the paid-in capital.

(2) Special reserve

105

Notes to the Parent Company Only Financial Statements of Lotes Co., Ltd.

When the Company distributes distributable earnings, a special reserve of the same amount is provided from current income and prior undistributed earnings for the net decrease in other shareholders’ equity that occurred during the year. When the 2019 earnings were appropriated in fiscal 2020, the appropriated special reserves were added to the current period’s earnings and the prior period’s unappropriated retained earnings, and when the 2020 earnings were appropriated in fiscal 2021, the appropriated special reserves were added to the current period’s profit after tax and the amount of items other than the current period’s profit after tax that were included in the current period’s unappropriated retained earnings and the prior period’s unappropriated retained earnings. If there is a decrease in shareholders’ equity accumulated in prior years, the same amount of special reserve from prior years’ undistributed earnings shall not be distributed. If there is a subsequent reversal in the number of other decreases in shareholders’ equity, the reversal may be distributed in the form of a surplus. (3) Earnings distribution

The appropriation of the Company’s 2020 earnings reached the legal resolution threshold through electronic voting on June 19, 2021, and was resolved at the shareholders’ meeting held on July 26, 2021. On June 19, 2020, the shareholders’ meeting resolved the appropriation of the 2019 earnings, and the dividends to be distributed to owners are as follows:

2020 2019
Payout ratio
(NT$)
Amount Payout ratio
(NT$)
Amount
Distributed to the
holders of ordinary
shares:
Cash $ 13.30 1,376,256 10.50 1,086,518

On March 21, 2022, the Company’s board of directors proposed the following 2020 earnings distribution:

, ,
2020 earnings distribution:
2021
Payout ratio
(NT$)
Amount
Distributed to the holders of ordinary shares:
Cash
$
16.00

1,695,646

Information on the distribution of earnings as proposed by the Board of Directors and resolved by the Shareholders’ Meeting is available on the “Public Information Observation Post System” 3. Other equity

Balance on January 1, 2021
Exchange differences arising from
the translation of the net assets
of foreign operations
Unrealized losses from financial
assets measured at FVTOCI
Balance on December 31, 2021
Balance on January 1, 2020
Exchange differences arising from
the translation of the net assets of
foreign operations
Unrealized losses from financial
assets measured at FVTOCI
Disposal of equity instruments
measured at FVTOCI
Exchange
differences on
translation of
foreign operations
$ (586,953)
(82,102)
-
Unrealized gain
(loss) on
financial assets
measured at
FVTOCI

(8,019)

-
(5,259)
Total

(594,972)
(82,102)

(5,259)
$
(669,055)

(13,278)


(682,333)

$ (631,970)

45,017
-
-


(18,562)

-
403
10,140


(650,532)
45,017

403

10,140

106

Notes to the Parent Company Only Financial Statements of Lotes Co., Ltd.

Balance on December 31, 2020 $

(586,953) (8,019) (594,972)

(19) Share-based payment

The Company has the following share-based benefit transactions:

Cash capital increase reserved for employee subscription The Company Date of grant 2021.08.23 Number of grants 233 thousand shares Granted to Current employees of the Company Vesting conditions Immediate vesting

The estimated grant date fair value of the above cash capital increase retained for employee stock options was $107. The cost of employee compensation based on the shares generated from the cash capital increase retained for employee stock options was $24,931 thousand recognized in fiscal 2021.

(20) Earnings per share

The calculation of basic earnings per share and diluted earnings per share of the Company is as follows:

Basic earnings per share:
Net profit attributable to the Company in the year
Weighted average shares outstanding (1,000 shares)
Basic earnings per share
Diluted earnings per share:
Net profit attributable to the Company in the year
Dilutive potential ordinary shares:
Convertible bond
Net income attributable to equity holders of the
Company’s common stock (adjusted for the effect of
dilutive potential common stock)
Weighted average shares outstanding (1,000 shares)
Dilutive potential ordinary shares:
Bonuses for employees
Convertible bond
Weighted average common shares outstanding (adjusted
for the effect of dilutive potential common stock)
Diluted earnings per share
evenue from contracts with customers
1. Disaggregation of revenue
Major regional markets
Taiwan

Mainland China
Other countries

Main products/Line of service:
DT

Server
2021
$
3,472,201
2021
$
3,472,201
2020
2,732,361
103,478
26.41
2,732,361
-
2,732,361
103,478
272
-
103,750
26.34
2020
1,044,006
8,481,405
1,837,024
11,362,435
4,019,735
3,039,814

104,204

$
33.32
$ 3,472,201
664
$
3,472,865

104,204
204
1,820

106,228

$
32.69
2021
$ 1,997,810
10,340,036
1,813,364



$
14,151,210


$ 4,637,237
3,762,716


(21) Revenue from contracts with customers

107

Notes to the Parent Company Only Financial Statements of Lotes Co., Ltd.

NB
Strategic Projects
Automotive
Other
2,885,202
2,529,275
2,069,644
1,375,267
152,983
80,338
643,428
318,006


$
14,151,210
11,362,435

2. Balance of contract

ance of contract
Contract liabilities Dec. 31, 2021 Dec. 31, 2020

21,392
109.1.1

14,998
$
41,541

The beginning balances of contract liabilities as of January 1, 2021 and 2020 were recognized as income of NT$18,072,000 dollars and NT$13,710,000 dollars respectively. (22) Non-operating revenue/expense

1. Interest income

The details of interest income of the Company are as follows:


2021
Bank deposit interest
$
1,746
. Other income
The details of other income of the Company are as follows:
2021
Income from molding
$ 73,063
Income from compensation
12,765
Income from samples
7,142
Income from rentals
4,687
Income from subsidies
120
Other
2,131

$
99,908
. Other gains and losses
The details of other gains and losses of the Company are as follows:
2021
Foreign exchange gain or loss
$ (72,885)
Net profit or loss from financial assets (liabilities)
measured at FVTPL:
Derivatives:
Forward exchange contracts
4,787
Metal product swap contracts
21,078
Embedded derivatives
2,700
Profit from the disposal of property, plant and
equipment
467
Other
(1,765)
Total
$
(45,618)

2021
Bank deposit interest
$
1,746
. Other income
The details of other income of the Company are as follows:
2021
Income from molding
$ 73,063
Income from compensation
12,765
Income from samples
7,142
Income from rentals
4,687
Income from subsidies
120
Other
2,131

$
99,908
. Other gains and losses
The details of other gains and losses of the Company are as follows:
2021
Foreign exchange gain or loss
$ (72,885)
Net profit or loss from financial assets (liabilities)
measured at FVTPL:
Derivatives:
Forward exchange contracts
4,787
Metal product swap contracts
21,078
Embedded derivatives
2,700
Profit from the disposal of property, plant and
equipment
467
Other
(1,765)
Total
$
(45,618)
2020
10,165
2020

34,952

8,630

5,844

4,956

-
8,132
62,514

2020

(114,795)

7,620

4,346

-

136

(8,557)
$ (72,885)
4,787
21,078
2,700
467
(1,765)

$
(45,618)



(111,250)

2. Other income

3. Other gains and losses

4. Financial costs

. Financial costs . Financial costs
The details of the financial cost of the Company are as follows:
2021
Interest expense
Bank loans
$ 3,216
Lease liabilities
1
Conversion of corporate bonds
3,530
6,747
2020

1,419

1

-
$ 3,216
1
3,530

6,747


1,420

(23) Compensation to employees, directors, and supervisors

In accordance with the Company’s Articles of Incorporation, no less than 3% of the Company’s annual profits shall be appropriated to the Compensation of Employees and no more than 3% to the Compensation of Directors and Supervisors; however, if the Company

108

Notes to the Parent Company Only Financial Statements of Lotes Co., Ltd.

has accumulated losses, it shall retain the amount of compensation in advance and appropriate the Compensation of Employees and Supervisors in proportion to the aforementioned. The former Compensation of employees to whom stock or cash is issued may include employees of a subordinate company who meet certain criteria.

The estimated amount of compensation of employees for the years ended December 31, 2021 and 2020 was $122,062,000 dollars and $97,235,000 dollars respectively, and the estimated amount of compensation to directors and supervisors was $4,480,000 dollars. The Company’s net profit before tax for the period is estimated by multiplying the amount of the Company’s net profit before issuing the compensation of employees and directors and supervisors by the proportion of the Company’s compensation distribution to employees and directors and supervisors as provided in the Company’s Articles of Incorporation and is reported as operating costs or expenses for that period. If there is a difference between the actual distribution amount and the estimated amount for the following year, the change in accounting estimate is adjusted and the difference is recognized in profit or loss for the following year. In the event that the Board of Directors resolves to grant a compensation of employees by way of stock, the number of shares of stock-based compensation is calculated based on the closing price of the common stock on the day before the Board of Directors’ resolution.

There was no difference between the amount resolved by the board of directors for employees’ and directors’ and supervisors’ compensation in 2020 and the amount estimated in the parent company only financial statements for year 2020. There was no difference between the amount resolved by the board of directors for employees’ and directors’ and supervisors’ compensation in 2021 and the amount estimated in the parent company only financial statements for the year 2021. The related information is available on the Market Observation Post System (MOPS).

(24) Information on financial instruments and fair value

1. Credit risk

(1) Credit risk exposure

The carrying amount of a financial asset represents the maximum amount of credit risk. The maximum amount of credit risk exposure was $6,649,442,000 dollars and $4,894,002,000 dollars as of December 31, 2021 and 2020 respectively.

(2) Credit risk concentration risk

In order to reduce the credit risk of accounts receivable, the Company continually evaluates the financial position of its customers and adjusts the terms of transactions between them if necessary. As of December 31, 2021 and 2020, the Company had 5 and 4 different customers with accounts receivable balances exceeding 5% of total accounts receivable for a single customer respectively. The Company periodically evaluates the probability of recovery of accounts receivable and presents Provisions, and the total loss is always within management’s expectations.

(3) Impairment loss

The Company uses a simplified method of estimating expected credit losses for all of its notes and accounts receivable, which is to measure expected credit losses over the life of the notes and accounts receivable, and for this purpose, the notes and accounts receivable are grouped by common credit risk characteristics that represent the ability of customers to pay all amounts due under contractual terms and are included in forward-looking information. The expected credit losses on the Company’s notes and accounts receivable are analyzed as follows:

Not past due
1-60 days past due
61-120 days past due
121-180 days past due
181-270 days past due
Dec. 31, 2021 Expected
credit loss in
the duration
of provision
203
504
110
-
13
Book value of
notes and
accounts
receivable
$ 5,766,741
79,162
1,847
-
17
Weighted
average
expected
credit loss rate

0.00%

0.64%

5.96%
26.64%

76.47%

109

Notes to the Parent Company Only Financial Statements of Lotes Co., Ltd.

More than 271 days past due
Not past due
1-60 days past due
61-120 days past due
121-180 days past due
181-270 days past due
More than 271 days past due
1,374
100.00%

Dec. 31, 2020
1,374

$
5,849,141

2,204


Expected
credit loss in
the duration
of provision
524
1,306
385
318
1
1,376
Book value of
notes and
accounts
receivable
Weighted
average
expected
credit loss rate

0.01%

3.07%

12.53%

37.90%

50.00%

100.00%
$ 4,275,318
42,585
3,363
839
2
1,376

$
4,323,483

3,910

The changes in the provisions for the notes and accounts receivable of the Company are as follows:

Opening balance
Impairment loss (reversal of impairment loss)
recognized
Current period write-offs
Closing balance
2021

$
2,204
3,910

2. Liquidity risk

The contracts of financial liabilities are sorted by their maturity dates as follows. The estimated interests are included, but the effect of net value agreement is excluded.

December 31, 2021
Non-derivative financial liabilities:
Short-term loans
Bonds payable
Notes payable
Accounts payable
Accounts payable—related
parties
Other payables
Other payables—related parties
Lease liabilities
December 31, 2020
Non-derivative financial liabilities:
Notes payable
Accounts payable
Accounts payable—related
parties
Other payables
Other payables—related parties
Book value

$ 552,240
911,927
13,402
8,391
1,512,055
293,440
2,166
59
Cash flow
from the
contract

552,433

936,100

13,402

8,391

1,512,055

293,440

2,166
60
Within 6
months

552,433

-

13,402

8,391

1,512,055

293,440

2,166
30
6 12 months

-
-

-

-

-

-

-
30
1-2years
-
-
-
-
-
-
-
-
2-5years
-
936,100
-
-
-
-
-
-
More than 5
years
-

-
-
-
-
-
-
-
$
3,293,680
3,318,047 2,381,917 30 - 936,100 -


$ 2,712
11,421
2,034,411
299,122
2,092


2,712

11,421

2,034,411

299,122
2,092


2,712

11,421

2,034,411

299,122
2,092

-

-

-

-
-
-
-
-
-
-

-
-
-
-
-
-
-
-
-
-

$
2,349,758

2,349,758

2,349,758
- - - -

The Company does not anticipate that the cash flows analyzed at maturity date will alter significantly or that the actual amounts will vary significantly.

  1. Market risk—exchange rate risk

110

Notes to the Parent Company Only Financial Statements of Lotes Co., Ltd.

(1) Exposure to exchange rate risk

The Company’s financial assets and liabilities exposed to significant foreign currency exchange rate risk are as follows:




Financial assets
Currency
USD
RMB
HKD
JPY
EURO
INR
Long-term equity investment accounted
for using the equity method
USD
EURO
VND

Financial liabilities
Currency
USD
RMB
EURO
Financial assets
Currency
USD
RMB
HKD
JPY
EURO
INR
VND
Long-term equity investment accounted
for using the equity method
USD
EURO
Financial liabilities
Currency
USD
RMB
HKD
EURO
Dec. 31, 2021
$ $
Foreign
currency
155,306
90,966
4,407
8
1,067
4
3,662,009
321,978
116
77,250
71
1,915
3

Because the Company has a wide range of functional currencies, it has adopted a consolidated approach to disclose exchange gain or loss on monetary items, with foreign currency exchange gains (realized and unrealized) of $72,885,000 dollars and $114,795,000 dollars for the years ended 2021 and 2020 respectively. (2) Sensitivity analysis

The Company’s exchange rate risk primarily comes from foreign currency-denominated cash and cash equivalents, financial assets measured at FVTPL, accounts receivable and other receivables, loans, accounts payable and other payables, resulting into gains and losses of conversion of foreign currency when exchanging. As of December 31, 2021 and 2020, if NTD had depreciated or appreciated by 1% relative

111

Notes to the Parent Company Only Financial Statements of Lotes Co., Ltd.

to foreign currencies held by the Company and all other factors remained constant, net income would have increased or decreased by $35,100,000 dollars and $21,365,000 dollars respectively for 2021 and 2020. The same basis is used for both phases of analysis.

  1. Market risk—changes in interest rates

The Company’s interest rate risk arises primarily from variable rate bank deposits and short-term loans, and changes in interest rates will cause future cash flows to fluctuate as the effective interest rates on bank deposits and short-term loans.

The following Sensitivity analysis was determined based on the interest rate risk of the financial instruments on the reporting date. For floating-rate liabilities, the analysis is based on the assumption that the amount of the liability outstanding at the reporting date is outstanding for the entire year. The rate of change used in the Company’s internal reporting of interest rates to key management is a 1% increase or decrease in interest rates, which also represents management’s assessment of the range of reasonably possible changes in interest rates.

The Company’s financial assets with variable interest rates as of December 31, 2021 and 2020 were $725,290,000 dollars and $496,950,000 dollars respectively. If interest rates had increased or decreased by 1%, the Company’s net income would have increased or decreased by $5,802,000 dollars and decreased or increased by $3,976,000 dollars for 2021 and 2020, respectively, with all other variables held constant.

  1. Market risk - fair value

  2. (1) Fair value and carrying amount

The Company’s management believes that the fair value of non-derivative short-term financial instruments shall be estimated using their book value on the balance sheet because of the near maturity of such instruments and their book value should be a reasonable basis for estimating fair value. This method is applied to cash and cash equivalents, notes receivable, accounts payable, other receivables and other payables, deposit margin and short-term borrowings.

In addition to the above financial instruments, the fair value and book value information of the remaining financial instruments and investment real estate of the company on the financial reporting date are as follows:


company on the financial reporting

date are as follows:

date are as follows:
Measured at fair value:
Financial assets:
Financial assets measured at
FVTPL
Financial assets measured at
FVTOCI
Not measured at fair value:
Non-financial assets:
Investment property
Dec. 31, 2021
Book value
$ 3,370
9,500
300,256
Fair value
  • (2) The evaluation techniques used to determine fair value are as follows:

  • A. If there is an active market for a financial asset, the fair value is based on the market price. If market prices are not available, quoted prices from counterparties or estimates using valuation techniques are used. The estimates and assumptions used are consistent with those used by market participants in pricing financial instruments.

  • B. The fair value of investment properties is based on independent evaluators with recognized professional qualifications and recent experience in the area and type of investment properties evaluated.

  • (3) Fair value hierarchy:

The following table analyzes the fair value hierarchy of financial instruments and investment property by valuation. Each fair value hierarchy is defined as follows: A. Level 1: Publicly quoted prices (unadjusted) in an active market for identical assets or liabilities.

  • B. Level 2: Input parameters for an asset or liability are observable either directly

  • (i.e., prices) or indirectly (i.e., derived from prices), except for publicly quoted

112

Notes to the Parent Company Only Financial Statements of Lotes Co., Ltd.

prices included in Level 1.

C. Level 3: Input parameters for an asset or liability are not based on observable market information (non-observable parameters).

December 31, 2021
Measured at fair value:
Financial assets measured at
FVTPL
Financial assets measured at
FVTOCI
Not measured at fair value:
Investment property
December 31, 2020
Measured at fair value:
Financial assets measured at
FVTPL
Not measured at fair value:
Investment property
(4) Table of changes in financial
Name
Opening
balance
Financial assets measured at FVTPL
$ 2,080
Financial assets measured at FVTOCI
-
$
2,080
Name
Opening
balance
Financial assets measured at FVTPL
$
-
December 31, 2021
Measured at fair value:
Financial assets measured at
FVTPL
Financial assets measured at
FVTOCI
Not measured at fair value:
Investment property
December 31, 2020
Measured at fair value:
Financial assets measured at
FVTPL
Not measured at fair value:
Investment property
(4) Table of changes in financial
Name
Opening
balance
Financial assets measured at FVTPL
$ 2,080
Financial assets measured at FVTOCI
-
$
2,080
Name
Opening
balance
Financial assets measured at FVTPL
$
-
December 31, 2021
Measured at fair value:
Financial assets measured at
FVTPL
Financial assets measured at
FVTOCI
Not measured at fair value:
Investment property
December 31, 2020
Measured at fair value:
Financial assets measured at
FVTPL
Not measured at fair value:
Investment property
(4) Table of changes in financial
Name
Opening
balance
Financial assets measured at FVTPL
$ 2,080
Financial assets measured at FVTOCI
-
$
2,080
Name
Opening
balance
Financial assets measured at FVTPL
$
-
December 31, 2021
Measured at fair value:
Financial assets measured at
FVTPL
Financial assets measured at
FVTOCI
Not measured at fair value:
Investment property
December 31, 2020
Measured at fair value:
Financial assets measured at
FVTPL
Not measured at fair value:
Investment property
(4) Table of changes in financial
Name
Opening
balance
Financial assets measured at FVTPL
$ 2,080
Financial assets measured at FVTOCI
-
$
2,080
Name
Opening
balance
Financial assets measured at FVTPL
$
-
Level 1
Level 2
$ -
-
-
-
$
-
-
$
-
-
$
-
-
$
-
-
assets (liabilities) classifie
2021
Level 1
$ -
-
Level 1
$ -
-
Level 1
$ -
-
Level 2
-
-
Level 2
-
-
Level 2
-
-
Level 2
-
-
Level 2
-
-
Level 3
3,370
9,500
Level 3
3,370
9,500
Level 3
3,370
9,500
Total

3,370

9,500
Total

3,370

9,500
$
-
-
12,870


12,870
$
-
-
390,082

390,082
$
-
-
2,080

2,080
$
-
-
372,159

372,159
classifie
2021
$ Opening
balance
2,080
-
2,080
Total profit or loss
Recognized in
profit or loss
Recognized in
other
comprehensive
income

2,700
-
-
(4,900)
2,700
(4,900)
Iss Increase in the period
Transfers into
Level 3

-
-
Decrease in
the period
Sale, disposal or
Financial assets measured at FVTPL
Financial assets measured at FVTOCI
Name

settlement
(2,310)
-


3,370
9,500

income

-
(4,900)
$
(4,900)

15,300
- (2,310)
12,870

2020

Closing balance
$ Opening
balance
-
Profit
Recognized in
profit or loss
2,080
Profit or loss
Recognized in
other
comprehensive
Pu Increase in the period
Transfers into
Level 3
-
Decrease in
the period
Sale, disposal or

rchase
-
Financial assets measured at FVTPL
settlement
-

2,080

income
-

The above included gains and losses are reported in “other gains and losses” and “unrealized valuation gains (losses) on financial assets at FVTOCI”, which relate to assets still held as of December 31, 2021 and 2020 as follows:

Total gain or loss
Recognized in profit (losses) (reported in “other
gains and losses”)
Recognized in other comprehensive income
(reported in “unrealized valuation gains (losses) on
financial assets at FVTOCI”)
2021
$ 2,527

(4,900)
2020
2,080

-

(5) Quantitative information on fair value measurements of significant unobservable inputs (Level 3)

The Company’s financial assets at FVTPL, which are classified as Level 3, amounted to $2,080 thousand as of December 31, 2020. The Company does not disclose quantitative information because there is no active market for publicly quoted prices with reference to counter-party quotes and because it is not practicable to fully grasp the relationship between significant unobservable inputs and fair values. The remaining quantitative information for significant unobservable inputs measured at fair value for Level 3 is presented below:

113

Notes to the Parent Company Only Financial Statements of Lotes Co., Ltd.

Item
Financial assets
measured at
FVTPL -
Embedded
derivatives - right
of redemption
Financial assets
measured at
FVTOCI -
investment in
equity instruments
with no active
market
Valuation
techniques
Binary tree
method for
pricing
convertible bond
Comparable
company analysis
Net asset value
approach
Significant unobservable
inputs
‧Volatility on Dec. 31,
2021: 38.95%
‧Net market value
multiplier on Dec. 31,
2021: 2.05
‧Lack of marketability
discount on Dec. 31,
2021: 15.80%
‧Net asset value
Relationship between
significant
unobservable inputs
and fair value
‧The higher the
volatility, the
higher the fair
value
‧The higher the
multiplier, the
higher the fair
value
‧The higher the
discount for lack of
marketability, the
lower the fair value
‧The fair value is
positively
correlated

(6) Valuation process for fair value classified in Level 3

The Company uses unobservable inputs for its fair value measurements and classifies its fair value in Level 3. The source of the input value for this level is the price provided by reference to counterparty quotations or market comparable companies’ net market value multipliers, etc., and the relevant quotations and valuation information are appropriately maintained. The results are subsequently reviewed to ensure consistency with the valuation sources and the reasonableness of the valuation results.

(7) Sensitivity analysis of fair value to reasonably possible alternative assumptions for Level 3 fair value measurements

The Company’s fair value measurements of financial instruments are reasonable, but the use of different valuation models or valuation parameters may result in different valuation results. For financial instruments classified in Level 3, if the valuation parameters are changed, the impact on the profit or loss or other comprehensive income for the period is as follows:

December 31, 2021
Financial assets measured at FVTPL
Embedded derivatives - right of
redemption
Financial assets measured at
FVTOCI
Investments in equity instruments
with no active market
Upward or
downward
changes
Fair value changes
reflected in profit or loss
for the period
Fair value changes
reflected in other
comprehensive income
Input value
Favorable
changes
Unfavorable
changes
Favorable
changes
Unfavorable
changes
r
Fair value changes
reflected in profit or loss
for the period
Fair value changes
reflected in other
comprehensive income
Volatility
5%
$ 2,527
(936)
-
-
Stock price
10%
1,030
(1,030)
-
-
Net market
value
multiplier
8%
-
-
136
(137)
Lack of
marketabilit
y discount
8%
-
-
136
(137)

Favorable and unfavorable changes in fair value represent fluctuations in fair value, which are calculated using valuation techniques based on various degrees of

114

Notes to the Parent Company Only Financial Statements of Lotes Co., Ltd.

unobservable input parameters. If the fair value of a financial instrument is affected by more than one input, the above table reflects only the effect of changes in a single input and does not take into account the correlation and variability among the inputs.

(25) Financial risk management

  1. The Company is exposed to the following risks from the engagement of financial instruments:

  2. (1) Credit risk

  3. (2) Liquidity risk

  4. (3) Market risk

This note presents the Company’s risk information for each of these risks and the Company’s objectives, policies and procedures for measuring and managing risk. For further quantitative disclosures, please refer to the respective notes to the parent company only financial statements.

  1. Risk management structure

The Chairman has the sole responsibility for establishing and overseeing the Company’s risk management structure and reports regularly to the Board on its operations. The Company’s risk management policy is designed to identify and analyze the risks faced by the Company, to set appropriate risk limits and controls, and to monitor compliance with the risks and risk limits. The Company develops a disciplined and constructive control environment through training, management guidelines and operating procedures to enable all employees to understand their roles and responsibilities.

The Board of Directors of the Company oversees how management monitors compliance with the Company’s risk management policies and procedures and reviews the appropriateness of the Company’s risk management framework in relation to the risks it is exposed to. Internal auditors assist the Company’s Board of Directors in its oversight role. These personnel conduct regular and exceptional reviews of risk management controls and procedures and report the results of these reviews to the Board of Directors.

3. Credit risk

Credit risk is the risk of financial loss arising from the failure of the Company’s customers or counterparties to fulfill their contractual obligations, mainly from the Company’s accounts receivable from customers and investments in securities.

(1)Accounts receivable and other receivables

The Company’s credit risk exposures are primarily depended on each customer’s individual circumstances. However, management also considers statistical information about the Company’s customer base, including the risk of default in the customer’s industry and country, as these factors may affect credit risk. Approximately 73% and 75% of the Company’s revenue for 2021 and 2020, respectively, were derived from sales to customers in Mainland China, which resulted in a significant concentration of regional credit risk.

The Company has established a credit policy whereby the Company is required to analyze the credit rating of each new customer individually before granting standard payment and delivery terms. Credit sales limits are established on an individual customer basis and are reviewed periodically; customers who do not meet the Group’s benchmark credit rating may only transact business with the Company on a pre-collection basis.

In monitoring customers’ credit risk, customers are grouped according to their credit characteristics, including whether they are individuals or legal entities, age of accounts, maturity dates and pre-existing financial difficulties. The Company maintains a Provisions account to reflect estimates of losses on accounts receivable and other receivables.

(2) Use of funds

The Company’s investments in equity securities are placed through a centralized trading market and therefore have no significant credit transaction risk.

The credit risk of bank deposits, fixed income investments and other financial instruments is measured and reported to the Chairman of the Board of Directors by the Company’s finance department. Since the Company’s counterparties are creditworthy banks and financial institutions with investment grade or above, there are no significant performance concerns and therefore no significant credit risk.

4. Liquidity risk

Liquidity risk is the risk that the Company will not be able to deliver cash or other

115

Notes to the Parent Company Only Financial Statements of Lotes Co., Ltd.

financial assets to settle its financial liabilities and will not be able to meet its related obligations. The Company’s approach to manage liquidity risk is to ensure that the Company has sufficient liquidity to meet its liabilities as they fall due under normal and stressful circumstances and that there is no risk of unacceptable loss or damage to the Company’s reputation. In addition, the Company has entered into unused borrowing lines totaling $1,207,600,000 as of December 31, 2021 to cover unanticipated payments.

  1. Market risk

Market risk is the risk that changes in market prices, such as changes in exchange rates, interest rates, and prices of equity instruments, will affect the Company’s revenue or the value of financial instruments held by the Company. The objective of market risk management is to manage the exposure to market risk to an acceptable level and to optimize investment returns.

The Company engages in derivative transactions in order to manage market risk. All transactions are executed in accordance with the guidelines of the Board of Directors. (1) Exchange rate risk

The Company uses derivative transactions to hedge exchange rate risk due to its exposure to exchange rate risk arising from sales and purchase transactions that are not denominated in the Company’s functional currency. Gains or losses on foreign currency assets and liabilities arising from changes in exchange rates are largely offset against natural hedges. Derivative transactions can help the Company reduce, but still not completely eliminate, the impact of changes in foreign currency exchange rates.

The Company periodically reviews individual foreign currency assets and liabilities for exposures and hedges against such exposures.

(2) Interest rate risk

The Company’s interest rate risk arises primarily from variable rate bank deposits and short-term loans, and changes in interest rates will cause future cash flows to fluctuate as the effective interest rates on bank deposits and short-term loans change.

(3) Equity instrument price risk

If the price of equity securities changes at the reporting date (the same basis is used for both periods of analysis and other changes are assumed to be constant), the effect on the consolidated profit and loss items would be as follows:


Price of securities on
reporting date
Up by 1%
Down by1%
Other
comprehensive
income after
tax
$
95
Other
comprehensi
ve income
after tax
-
$
(95)
- - -

(26) Capital management

It is the Board’s policy to maintain a sound capital base to maintain the confidence of investors, creditors and the market and to support the development of future operations. Capital consists of the Company’s share capital, capital surplus and retained earnings. The Board of Directors controls the rate of return on capital and also controls the level of dividends on ordinary shares.

In order to maintain or adjust its capital structure, the Company may adjust dividends paid to shareholders, reduce capital to refund shareholders, issue new shares or sell assets to settle liabilities.

The Company controls its capital on a debt-to-capital ratio basis. The ratio is calculated by dividing net debt by total capital. Net debt is total liabilities less cash and cash equivalents as shown on the balance sheet. Total capital represents all components of equity (i.e., equity, capital surplus, retained earnings and other equity) plus net debt. The debt-to-capital ratio at the reporting date is as follows:


Total liabilities
Less: Cash and cash equivalents
Net liabilities
Total equity
Debt-to-capital ratio
Dec. 31, 2021
$ 3,939,800
(779,913)
Dec. 31, 2021
$ 3,939,800
(779,913)
Dec. 31, 2020
2,895,843
(497,302)
2,398,541
13,499,198
15.09%

$
3,159,887

$
16,862,589

15.78%

116

Notes to the Parent Company Only Financial Statements of Lotes Co., Ltd.

(27) Investment and fund-raising activities for non-cash transactions

Please refer to Notes VI (7) and VI (12) for information on the Company’s non-cash trading investments and fundraising activities for Right-of-use assets acquired under leases in 2021 and 2020.

The reconciliation of the Company’s liabilities from fundraising activities for the years ended December 31, 2021 and 2020 was as follows:

Short-term loans
Bonds payable
Lease liabilities
Total liabilities from
financing activities
Jan. 1, 2021
Cash flow
Non-cash changes
Other
Changes in
exchange
rate
Changes in
fair value
Dec. 31,
2021
$ -
553,065
-
1,152,983
-
(60)

-
(825)
-
552,240

(241,056)
-
-
911,927

119
-
-
59

$
-
1,705,988

(240,937)
(825)
-
1,464,226


Lease liabilities
Total liabilities from
financing activities
Jan. 1, 2020
Cash flow
Non-cash changes
Other
Changes in
exchange
rate
Changes in
fair value
Dec. 31,
2020
$ 59
(60)

1
-
-
-

$
59
(60)

1
-
-
-

VII. Related Party Transactions

(1) Parent company and ultimate controller: The Company is the ultimate controller of the

Company and the Company’s subsidiaries.

  • (2) Names and relationships of related parties

The Company’s subsidiaries and other related parties that had transactions with the Company during the period covered by these parent company only financial statements are as follows:

Name of related parties Relationship with the Company Lotes Investments Limited A subsidiary of the Company Good Hope Investments Limited A subsidiary of the Company Guansi Development Co., Ltd. A subsidiary of the Company Zhaxi Investment Co., Ltd. A subsidiary of the Company Jiayu Investment Co., Ltd. A subsidiary of the Company Lotes USA, Inc A subsidiary of the Company LOTES EU GmbH A subsidiary of the Company Lerain Technology Co., Ltd. A subsidiary of the Company Mikronpoint Co., Ltd. A subsidiary of the Company Lotes Viet Nam CO., Ltd. A subsidiary of the Company Loteson International Investments A subsidiary of the Company Limited Lotes Guangzhou Co., Ltd. A subsidiary of the Company Lotes Hengnan Co., Ltd. A subsidiary of the Company Shenzhen DeYi Automation Equipment A subsidiary of the Company Co., Ltd. Lotes Zhongshan Co., Ltd. A subsidiary of the Company Zhongshan Dezhi Metal Surface A subsidiary of the Company Treatment Co., Ltd. Zhongshan Jinmeida Metal Surface A subsidiary of the Company Treatment Co., Ltd. Guangzhou Leside Technology Co., Ltd. A subsidiary of the Company Hengnan Deyi Property Development A subsidiary of the Company Co., Ltd. Chongqing Fuxinrui Electronic A subsidiary of the Company Technology Co., Ltd.

117

Notes to the Parent Company Only Financial Statements of Lotes Co., Ltd.

Xincheng Development Co., Ltd. A subsidiary of the Company REKA Technology Co., Ltd. A subsidiary of the Company Jae You Co., Ltd. A subsidiary of the Company Lotes Suzhou Co., Ltd. A subsidiary of the Company Wangden Investments Limited A subsidiary of the Company Zongka Technology (Shenzhen) Co., A subsidiary of the Company Ltd. Ememe Robot Co., Ltd. A subsidiary of the Company Compertum Microsystems Inc. A subsidiary of the Company Good News Medical Co., Ltd. A subsidiary of the Company Lintes Technology Co., Ltd. A subsidiary of the Company Jilong Co., Ltd. A subsidiary of the Company Rihui Co., Ltd. A subsidiary of the Company Lintes Technology (Suzhou) Co., Ltd. A subsidiary of the Company Jiajun Investment Co., Ltd. (Note) A subsidiary of the Company Genie Precision Machine Co., Ltd. A subsidiary of the Company Key management personnel Including the directors, supervisors, managers and their families and spouses

Note: Jiajun Investment Co., Ltd. was liquidated and eliminated in the fourth quarter of 2021.

  • (3) Material transactions with the related parties

  • Operating revenue

Note: Jiajun Investment Co., Ltd. was liquidated and eliminated in the fourth quarter of
21.
aterial transactions with the related parties
Operating revenue
Note: Jiajun Investment Co., Ltd. was liquidated and eliminated in the fourth quarter of
21.
aterial transactions with the related parties
Operating revenue
Note: Jiajun Investment Co., Ltd. was liquidated and eliminated in the fourth quarter of
21.
aterial transactions with the related parties
Operating revenue
Note: Jiajun Investment Co., Ltd. was liquidated and eliminated in the fourth quarter of
21.
aterial transactions with the related parties
Operating revenue
The amounts of material sales from the Company to the related parties are as follows:
2021 2020
Other subsidiaries $ 58,659 26,270

The terms of sale of the Company to a subsidiary of the Company are not significantly different from the normal sales price. Their collection periods are all three months. Receivables from related parties are not covered by collateral.

  1. Purchase

The amounts of goods purchased by the Company from the related parties are as follows:


follows:
Xincheng Development Co., Ltd.
REKA Technology Co., Ltd.
Other subsidiaries
2021
$ 1,379,153
10,140,753
122,694
2020
1,257,559
7,574,556
42,463
8,874,578

$
11,642,600

The Company’s purchase price to the above company is not significantly different from the Company’s purchase price to general suppliers. The payment terms are three to four months, which are not significantly different from those of general suppliers.

3. Accounts receivable from related parties

The details of the accounts receivable from related parties are as follows:

Accounting item Type of related party Dec. 31, 2021
$ 30,353
2,274
160
2,272
-
-
(2,272)
Dec. 31, 2020
12,077
935
-
2,272
87,623
266
-
103,173

Accounts receivable
Accounts receivable
Other receivables

Other receivables

Other receivables

Other receivables

Allowance for losses

REKA Technology Co., Ltd.
Other subsidiaries
Lerain Technology Co., Ltd.
Ememe Robot Co., Ltd.
Lotes Guangzhou Co., Ltd.(註)
Other subsidiaries
Ememe Robot Co., Ltd.

$
32,787

Note: The amount of other receivables included $0 thousand and $87,296 thousand as of

118

Notes to the Parent Company Only Financial Statements of Lotes Co., Ltd.

December 31, 2021 and 2020, respectively, for the Company’s loan to Lotes Guangzhou Co. The Company’s capital loans to subsidiaries were based on the interest rate of 4.5% on the loans from financial institutions in the year of appropriation, and the Company recognized interest income of $1,306 thousand and $4,122 thousand in fiscal 2021 and 2020, respectively.

4. Accounts payable from related parties


The details of the
Accounting item

accounts payable from related parties are as follows:
Type of related party
Dec. 31, 2021
Dec. 31, 2020
Xincheng Development Co.,
Ltd.
$ 383,959
288,985
REKA Technology Co., Ltd.
1,060,674
1,728,149
Other subsidiaries
67,422
17,277
LOTES USA
2,166
2,092
$
1,514,221
2,036,503

accounts payable from related parties are as follows:
Type of related party
Dec. 31, 2021
Dec. 31, 2020
Xincheng Development Co.,
Ltd.
$ 383,959
288,985
REKA Technology Co., Ltd.
1,060,674
1,728,149
Other subsidiaries
67,422
17,277
LOTES USA
2,166
2,092
$
1,514,221
2,036,503

Accounts payable

Accounts payable

Accounts payable

Other payables

Xincheng Development Co.,
Ltd.
REKA Technology Co., Ltd.
Other subsidiaries
LOTES USA

$
1,514,221

5. Endorsement

The balance and details of the endorsement and guarantee provided by the Company to the related parties are as follows:

Lerain Technology Co., Ltd.
Lotes Guangzhou Co., Ltd.
REKA Technology Co., Ltd.

. Promotion expense
Other subsidiaries
Mainly the sample fees.
. Administration expense

Other subsidiaries
Mainly the service fees.
. Non-operating income

Other subsidiaries
Dec. 31, 2021
$ 100,000
498,240
311,800

Dec. 31, 2020
-
227,840
35,000
262,840
Dec. 31, 2020
237
Dec. 31, 2020
59,674
Dec. 31, 2020
4,567

$
910,040

Dec. 31, 2021
$
3,436

Dec. 31, 2021
$
37,419

Dec. 31, 2021
$
2,184

6. Promotion expense

7. Administration expense

8. Non-operating income

Mainly the income from the rentals of offices leased and the interest income from the loans to subsidiaries.

9. Lease

The Company leases warehouses from major management personnel and enters into one-year lease contracts with a total value of $60,000,000 with reference to the neighboring warehouse rental quotes. The interest expenses of $1,000 and $1,000 were respectively recognized in 2021 and 2020, and the balance of Lease liabilities as of December 31, 2021 and 2020 were respectively $59,000 and $0.

(4) Major management personnel transactions

Related compensation includes:

, ,
Major management personnel transactions
Related compensation includes:

Short-term employee benefits
Post-employment benefits
Share-based payment
2021
$ 41,554
1,029
2,087
2020

48,136

1,082

-

49,218

$
44,670

VIII. Pledged Assets

As of December 31, 2021 and 2020, some of the loan contracts of property, plant and equipment guaranteed by financial institutions had expired and were not renewed, and the banks’

119

Notes to the Parent Company Only Financial Statements of Lotes Co., Ltd.

certificates of settlement had been obtained, but the pledges had not yet been cancelled. The carrying value of the land was $28,250 thousand, and the carrying value of the buildings was $14,562 thousand and $15,465 thousand, respectively.

  • IX. Significant Contingent Liabilities and Unrecognized Contractual Commitments

(1) Significant unrecognized contractual commitments:

  • The amount of information system related contracts executed and outstanding as of

  • December 31, 2021 was approximately $10,969,000 dollars.

  • (2) The issuance of guarantee notes for bank loans, financing lines and derivative financial commodity transactions:

Dec. 31, 2021 Dec. 31, 2020 $ 2,197,360 1,570,240

Guaranteed notes

X. Significant Disaster Loss: None.

Xi. Significant Post-Period Events: None

XII. Others

  • (1) Employee benefits, depreciation, depletion, and amortization functions are summarized below:

below:
Function
Nature

2021
2020
Operation
cost
Operation
expense
Total Operation
cost
Operation
expense
Total
Employee benefit
expense
Salary expenses
Labor insurance and
health insurance
expenses
Pension expenses
Compensation of
directors
Other employee
benefit expenses
Depreciation expense
Amortization expense
17,167
1,194
470
-
1,780
79
12

274,228

12,352

7,365
4,425

11,943

6,941

25,889

291,395

13,546

7,835

4,425

13,723

7,020

25,901

15,927

867

378

-

1,382

41

3

238,773

10,020

7,216
3,940

10,069

7,233

11,775

254,700

10,887

7,594

3,940

11,451

7,274

11,778

Additional information on the number of employees and employee benefit costs for 2021 and 2020 is as follows:

Number of employees
Number of directors who were not employees of the
Company
Average employee benefit expenses
Average employee salary expenses
Adjustment of average employee salary expenses
Remuneration for supervisors
2021
146
2021
146
2020

135

5

5

$
2,316

2,189

$
2,067



1,959

5.51%



657
$
483

Information on the Company’s remuneration policy (including the policy for the

120

Notes to the Parent Company Only Financial Statements of Lotes Co., Ltd.

remuneration of directors, supervisors, managers and employees) is as follows.

  1. Remuneration for directors and supervisors is paid in accordance with the Company’s

remuneration policy for directors and supervisors.

  1. The bonuses and dividends for managers and employees are based on the Company’s

operating conditions, personal duties and performance.

  1. The salaries of the directors and supervisors are adjusted in a timely manner to meet

their responsibilities.

XIII. Disclosing Information

  • (1) Major Transaction Details

In accordance with the Guidelines Governing the Preparation of Financial Reports by Securities Issuers, the Company should disclose the following information about significant transactions in 2021:

  1. Capital lending to others:

Unit: NT$/Foreign currency 1,000

No. Lender Borrower Item Related
party

Max amount
for the
period

Closing
balance
Actual
amount
Interest
rate

Nature of the
lending
(Note 1)

Transaction
amount
Purpose
for
lending
Allowance
for bad
debt

Collateral

Collateral
Lending
limit for
single party
(Note 2)

Overall
lending
limit
(Note 2)
Name Value
0
The
Company
Lotes
Guangzhou
Co.,Ltd.
Internal
transaction
Yes 219,365
(RMB50,000)


217,355
(RMB50,000)

-
5% 2 - Working
capital
- None
-
3,372,496 6,744,992

Note 1: The following are the descriptions of the funds lending.

  • (1) Those who have business dealings.

  • (2) When there is a need for short-term financing.

  • Note 2: The amount of the Company’s financing to a single party shall not exceed 20% of the Company’s net worth.

The total amount of funds lent by the Company to others shall not exceed 40% of the Company’s net worth.

2. Endorsement:

Unit: NT$/Foreign currency 1,000

No. Endorsement
provider

Endorsee

Endorsee
Ceiling on
amount of
endorsement
for an
enterprise
(Note 2)

Balance of
the ceiling
endorsement
fee in the
period

Ending
balance of
the
endorsement
fee

Amount
actually
used
Amount of
endorsemen
t backed by
assets

Percentage of the
accumulated
amount of
endorsement in
the net value of
current financial
statement (%)

Ceiling on
amount of
endorsement
(Note 2)

Endorsement
made by
parent
company to
subsidiary

Endorsement
made by
subsidiary to
parent
company

Endorseme
nt made to
any party
in
Mainland
China
Company Name Relationship
(Note 1)
0
0
0
1
2
2
The Company




Lotes
Guangzhou
Co., Ltd.
Lintes
Technology
Co., Ltd.

REKA
Technology Co.,
Ltd.
Lotes
Guangzhou Co.,
Ltd.
Lerain
Technology Co.,
Ltd.
REKA
Technology Co.,
Ltd.
Lintes
Technology
(Suzhou) Co.,
Ltd.
Genie Precision
Machine Co.,
Ltd.
2
2
2
1
2
2
3,372,496
3,372,496
3,372,496
1,348,251
846,831
846,831

311,800

501,300
(USD18,000)

100,000

85,605
(USD3,000)

114,140
(USD4,000)

126,600

311,800


498,240
(USD18,000)

100,000


83,040
(USD3,000)


-

126,600

-


274,032

-


-
-

44,405
-

-
-
-
-

-
1.85%
2.95%
0.59%
1.23%
-
7.47%
8,431,241
8,431,241
8,431,241
3,370,628
1,693,662
1,693,662

Yes





No



No




No
Yes
No
No
Yes
No
  • Note 1: There are seven types of relationship between the Endorser and Endorsee, which can be marked: (1) Companies with business dealings.

  • (2) Companies in which the company directly and indirectly holds more than 50% of the voting rights.

  • (3) Companies that hold more than 50% of the voting rights in the company, both directly and

121

Notes to the Parent Company Only Financial Statements of Lotes Co., Ltd.

indirectly.

(4) The Company owns, directly and indirectly, more than 90 percent of the voting shares.

(5) Company that is mutually insured under a contract between its peers or co-manufacturers based on the need to perform the work.

(6) Company in which all of the contributory shareholders have given their endorsement in proportion to their shareholding in the joint venture.

(7) Intercompany performance guarantees and guarantees for pre-sale contracts in accordance with the Consumer Protection Act.

Note 2: (1) The amount of the Company’s guarantee for a single corporate endorsement shall not exceed 20% of the net worth of the Company

The aggregate amount of the Company’s guarantees under external endorsement shall not exceed 50% of the net worth of the Company.

(2) The amount of Lotes Guanghou Co., Ltd’s guarantee for a single corporate endorsement is limited to not more than 20% of the net worth of the company.

The aggregate amount of Lotes Guanghou Co., Ltd’s external endorsement guarantees is limited to an amount not exceeding 50% of the Company’s net worth.

(3) The amount of Lintes Technology Co., Ltd.’s guarantee for a single corporate endorsement is limited to not more than 50% of the net worth of the company.

The aggregate amount of Lintes Technology Co., Ltd.’s external endorsement guarantees is limited to an amount not exceeding 100% of the Company’s net worth.

122

Notes to the Parent Company Only Financial Statements of Lotes Co., Ltd.

  1. Securities held at the end of fiscal period (excluding the equity of controlled by subsidiaries, affiliated companies, or joint company):
Unit: NT$1,000 Unit: NT$1,000 Unit: NT$1,000 Unit: NT$1,000 Unit: NT$1,000
Holding company Category and name of
security
Relationship with the
issuer of the security
Accounting item End of the period Remark
Shares Book value Shareholding raio Fairvalue
Lotes Co., Ltd.


Jiayu Investment
Co., Ltd.














Lintes Technology
Co., Ltd.
SteadyBeat Technology
Corporation
G-sau Co.,Ltd
Grand-Tek Technology
Co., Ltd.
TAIDOC
TECHNOLOGY CORP.
LIAN HONG ART CO.,
LTD.
Patec Precision Industry
Co., Ltd.
OTO PHOTONICS,
INC.
LUCEMITEK CO.,
LTD.
RADINET
COMMUNICATIONS
INC.
AICP Technology
Corporation
Chailease Holding
Company Limited Class
A Preferred Shares
None













Financial assets
measured at FVTOCI
- non-current

Financial assets
measured at FVTPL -
current






Financial assets
measured at FVTOCI
- current
Financial assets
measured at FVTOCI
- non-current
950,000
300,000
382,980
25,000
1,017,000
477,000
1,368,800
1,169,977
600,000
400,000
202,000

8,5

9

22,2

4,5

51,5

13,3

-

-

-

1,4

20,5
9.90 %
13.64 %
1.56 %
0.03 %
2.94 %
1.04 %
4.57 %
17.33 %
26.25 %
5.33 %
0.13 %
8,545
955
22,251
4,538
51,592
13,356
-

-

-

1,456
20,503






Note
Note
Note

Note: All of them were recognized in losses.

  1. The cumulative purchase or sale of the same securities amounted to at least NT$300 million or 20% of the paid-in capital: None.

  2. Acquisition of real property amounting to NT$300 million or 20% or more of the paid-in capital:

Unit: NT$1,000 Unit: NT$1,000 Unit: NT$1,000 Unit: NT$1,000 Unit: NT$1,000 Unit: NT$1,000 Unit: NT$1,000
The company
which acquired
the property
Name of asset Date of
occurrence
Amount of
transaction
(Note 2)
Payment
condition
(Note 2)
Counterparty of
transaction

Relation

If the counterparty is a related party, the
information of its previous transfer shall be
provided
Reference
for pricing
Purpose of
the
acquisition
and the
condition of
use

Other
agreed
matters
Owner Relationship
with the
issuer
Date of
transfer
Amount
Lotes Zhongshan
Co., Ltd.
Lotes Hengnan
Co., Ltd.
Lotes Viet Nam
CO., Ltd.
Lintes
Technology Co.,
Ltd.

Plant (Note 1)

Land use rights
Lands and
buildings in
parcel number
1159, Jiankang
Rd., Zhonghe
Dist., New
Taipei City
2017.10 ~
2021.12
2019.10 ~
2021.12
2021.01.11
2020.12.16
1,698,815
344,644
299,921
237,700

1,081,38

307,04

215,64

237,70
Chongqing
Chuangyou
Construction
Group, etc.

GREEN i-PARK
CORPORATION
Natural person
None



-
-
-
-
-
-
-
-
-
-
-
-
-

-
-

-
Tendering

Negotiation
Appraisal
report from
an appraisal
firm
Construction
of self-use
plant


Office (Note
3)
None

Note 1: Build the factory by own contracting committee.

Note 2: The conversions were made at the exchange rates prevailing on the balance sheet date.

Note 3: To be used as an office after the decoration is completed.

  1. Disposal of real property amounting to NT$300 million or 20% or more of paid-in capital: None.

123

Notes to the Parent Company Only Financial Statements of Lotes Co., Ltd.

  1. The amount of sales to or from related parties is at least $100 million or 20% of the paid-in capital:

Unit: NT$ 1,000

The company
which purchases
(sells) products
Name of
transaction
counterparty
Relationship Transaction status Transaction status Transaction status Transaction status Situation and reason for
the conditions of
transaction to be
different from the
ordinary ones
Situation and reason for
the conditions of
transaction to be
different from the
ordinary ones
Notes and accounts
receivable (payable)
Notes and accounts
receivable (payable)

Remark
Purchases
(sales)
Amount Percentage
in total
goods
purchased
(sold)
Credit
period
Unit
price
Credit period Balance Percentage
in the notes
and accounts
receivable
(payable)
Xincheng
Development Co.,
Ltd.

REKA
Technology Co.,
Ltd.





Lotes Guangzhou
Co., Ltd.



Lintes Technology
(Suzhou) Co., Ltd.
Lotes HengNan
Co., Ltd.

Zongka
Technology
(Shenzhen) Co.,
Ltd.
Shenzhen DeYi
Automation
Equipment Co.,
Ltd.
The Company
Lotes Suzhou Co.,
Ltd.
The Company
Lotes Guangzhou
Co., Ltd.
Lotes HengNan Co.,
Ltd.

Lotes Zhongshan
Co., Ltd.
Guangzhou Leside
Technology Co., Ltd.
REKA Technology
Co., Ltd.
Lotes Hengnan Co.,
Ltd.
Zhongshan Dezhi
Metal Surface
Treatment Co., Ltd.
Lotes Zhongshan
Co., Ltd.


Lintes Technology
Co., Ltd.
Shenzhen DeYi
Automation
Equipment Co., Ltd.
Zongka Technology
(Shenzhen) Co., Ltd.
Guangzhou Leside
Technology Co., Ltd.
Subsidiary
The surrogate
parent company
are the same
parent company
Subsidiary
The surrogate
parent company
are the same
parent company





The surrogate
parent company
are the same
parent company



Subsidiary
The surrogate
parent company
are the same
parent company





Net revenue
from the
goods sold


Net expense
from the
goods
purchased
Net revenue
from the
goods sold


Net expense
from the
goods
purchased

Net revenue
from the
goods sold
Net expense
from the
goods
purchased
Net revenue
from the
goods sold


Net expense
from the
goods
purchased



Net revenue
from the
goods sold




Net expense
from the
goods
purchased
1,379,153
1,436,269
10,140,753
10,115,863
667,963
450,692
2,555,583
1,143,684
2,328,977
377,560
191,278
118,523
1,841,200
371,002
158,660
828,419
365,906

95.70 %

99.67 %

74.41 %

75.65 %

5.00 %

3.31 %

19.11 %

8.55 %

31.67 %

5.13 %

1.81 %

1.12 %

96.35 %

28.40 %

12.15 %

79.75 %

41.26 %
Settled in 90
days
















-

-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
No significant
difference















383,959
(404,902)
1,060,674
(1,258,218)
(76,311)
103,230
(392,990)
570,213
(760,781)
(37,829)
(36,443)
(54,089)
342,051
147,002
75,925
(380,925)
(144,442)

94.51%

(99.41)%

30.04%

(51.39)%

(3.12)%

2.92%

(16.05)%

16.15%

(42.14)%

(2.10)%

(2.02)%

(3.00)%

96.10%

36.51%

18.86%

(80.22)%

(42.37)%

124

Notes to the Parent Company Only Financial Statements of Lotes Co., Ltd.

  1. Amounts due from related parties amounting to at least NT$100 million or 20% of

paid-in capital:

paid-in capital: paid-in capital: paid-in capital: paid-in capital: paid-in capital:
Unit: NT$1,000
Related party with accounts
receivable by the Company
Name of
transaction
counterparty

Relationship
Balance of
receivables
from the
related party
Turnover
ratio
Past due receivables from the
related party
Amounts due
from related
parties recovered
after the period

Allowance for
losses
Amount Handling
Xincheng Development Co.,
Ltd.
REKA Technology Co., Ltd.








Lotes Suzhou Co., Ltd.
Good Hope Investments
Limited
Lotes Guangzhou Co., Ltd.


Lotes Zhongshan Co., Ltd.

Lotes Hengnan Co., Ltd.

Guangzhou Leside Technology
Co., Ltd.


Lintes Technology (Suzhou)
Co., Ltd.
The Company

Lotes
Guangzhou
Co., Ltd.
Lotes
Hengnan Co.,
Ltd.
Lotes
Zhongshan
Co., Ltd.
Guangzhou
Leside
Technology
Co., Ltd.
Xincheng
Development
Co., Ltd.
REKA
Technology
Co., Ltd.


Lotes
Zhongshan
Co., Ltd.
REKA
Technology
Co., Ltd.
Shenzhen
DeYi
Automation
Equipment
Co., Ltd.

Zongka
Technology
(Shenzhen)
Co., Ltd.
Shenzhen
DeYi
Automation
Equipment
Co., Ltd.
Lintes
Technology
Co.,Ltd.
Subsidiary

The surrogate
parent
company are
the same
parent
company




Parent
company
The surrogate
parent
company is
the same
parent
company

The surrogate
parent
company is
the same
parent
company



Subsidiary
383,959
1,060,674
760,781
103,230
161,474
570,213
404,902
855,894
1,258,218
647,560
392,990
147,002
380,925
144,442
342,051

4.10

7.27

4.38

4.92

-

4.01

4.03

-

8.40

-

8.95

2.93

4.35

5.07

5.15

-

-

-

-
-

-

-
-

-
-

-

-

-

-

-
102,440
1,060,665
194,533
29,101
-
-
105,428
-
1,045,129
-
304,480
34,353
79,486
31,809
342,051

-

-

-

-
-
-

-
-

-
-

-

-

-

-

-

125

Notes to the Parent Company Only Financial Statements of Lotes Co., Ltd.

  1. Engagement in derivative transactions: Please refer to Note VI (2) and (24).

  2. (2) Information on reinvestment business:

Information on the Company’s investees in 2021 was as follows (excluding investees in China):

China): China): China): China):
Unit: NT$1,000
Name of the
company investing

Name of investee
company
Location Main business Original investment
amount (Note 1)
Shares held at the end of the period Gain/loss of
investee
company in
the fiscal
period
Gain/loss in the
investment
recognized in
the fiscal period

Remark
End of the
period
End of the
**previous year **
Shares Ratio Book value
The Company









Lotes Investment
Ltd.
Good Hope
Investments
Limited

Guansi
Development Co.,
Ltd.
Zhaxi Investment
Co., Ltd.
Jiayu Investment
Co., Ltd.



Lintes Technology
Co., Ltd.




Jilong Co., Ltd.
Lotes Investment
Ltd.
Good Hope
Investments
Limited
Guansi
Development Co.,
Ltd.
Zhaxi Investment
Co., Ltd.
Jiayu Investment
Co., Ltd.
Lotes USA, Inc.
LOTES EU GmbH
Lerain Technology
Co., Ltd.
Mikronpoint Co.,
Ltd.
Lotes Viet Nam
CO., Ltd.
Loteson
International
Investments
Limited
Xincheng
Development Co.,
Ltd.
REKA Technology
Co., Ltd.
Jae You Co., Ltd.
Wangden
Investments
Limited
Ememe Robot Co.,
Ltd.
Compertum
Microsystems Inc.
Good News
Medical Co., Ltd.
Lintes Technology
Co., Ltd.
Jiajun Investment
Co., Ltd.
Genie Precision
Machine Co., Ltd.
Compertum
Microsystems Inc.
Lerain Technology
Co., Ltd.
Jilong Co., Ltd.
Rihui Co., Ltd.
Samoa


Anguilla
Taiwan
America
Germany
Taiwan

Vietnam
Hong Kong
Samoa
Hong Kong


Taiwan







Samoa
Samoa
Holding and investment



General investment
Market development
Market development
Design, test and sale of
chips
Manufacturing and
trading of mechanical
equipment and electronic
parts
Manufacturing of
connectors for the
information industry,
communications industry,
and consumer electronics
industry
Holding and investment
Sales of connectors for
the information industry,
communications industry,
and consumer electronics
industry
Sales of connectors for
the information industry,
communications industry,
and consumer electronics
industry
Holding and investment
Holding and reinvestment
Manufacturing of
electrical and
audio-visual electronic
products
Manufacturing of
electronic components
Manufacturing and sales
of machinery and
equipment, electronic
components, and optical
instruments
Manufacturing of
electronic parts and
components, other
electrical and electronic
machinery and equipment
General investment
Manufacturing and sales
of optical molds
Manufacturing of
electronic components
Design, test and sale of
chips
Holding and reinvestment
Holding and reinvestment
721,0
11,1
554,0
13,8
690,0
69,2
3,1
47,3
25,0
497,8
721,0
2,7
2,8
554,0

13,8
69,6
43,8
6,3

486,9
-
164,8
14,6
5,7

137,0

137,0
741,904
11,428
570,068
14,240
690,000
71,200
3,502
9,385
5,000
-
741,904
2,848
2,884
570,077
14,240
69,600
43,880
250
486,926
15,000
164,833
14,620
-
140,976
140,976

26,050,000

401,281

20,016,426

500,000

69,000,000

2,500,000

100,000

4,732,059

2,500,000
17,985,000

26,050,000

100,000

101,281

20,016,756

500,000

6,960,000

2,632,800

636,000

29,712,788

-


14,671,000

877,200
547,059

4,950,000

4,950,000
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
16.40%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
94.37%
31.25%
25.44%
52.13%
-%
60.00%
10.41%
1.90%
100.00%
100.00%
6,513,504
1,575,778
2,656,135
159,758
1,112,641
75,270
3,674
37,790
19,312
470,627
6,741,273
1,300
718,561
2,684,343
159,758
(8,099)
18,210
5,100
882,867
-
204,091
6,067
4,546
261,176
261,176

1,393,504

82,839

453,193

38,981

70,861

(3,360)

(219)

(29,164)

(5,624)

(26,387)

1,393,504

(278)

83,117

435,193

38,981

(341)

(39,628)

(3,774)

174,032
(13)

29,024

(39,628)

(29,164)

30,332

30,332

1,331,683

82,839

426,750

38,981

69,007

(3,360)

(219)

(8,412)

(5,624)

(26,387)

1,393,504

(278)

83,117

435,193

38,981

(322)

(13,766)

(673)

90,719

(13)

16,556

(4,587)

149

1,147

1,147
Note 2

Note 2




Note 2










Note 2




Note 2
Note 2

Note 1: The original investment amount was converted into New Taiwan dollars using the exchange rate at the balance sheet date.

126

Notes to the Parent Company Only Financial Statements of Lotes Co., Ltd.

Note 2: The investment income or loss recognized in the current period includes adjustments for unrealized gains or losses from intercompany transactions.

  • (3) Investment in China:

  • Names of investee companies in Mainland China, major business activities, and other related information:

Unit: NT$ 1,000

Name of investee
company in
Mainland China
Main business Paid-in
capital
(Note 3)
Investment
method
(Note 1)
Accumulated
investment
amount remitted
from Taiwan at
the beginning of
the fiscal period
(Note 3)
Amount remitted or
recovered
Amount remitted or
recovered
Accumulated
investment
amount remitted
from Taiwan at
the end of the
fiscal period
(Note 3)
Gain/loss of
investee
company in the
fiscal period

Shareholding
ratio

Gain/loss in
investment
recognized
in the fiscal
period
(Note 2)


Carrying
amount of
investment at
the end of the
fiscal period


Investment
income
remitted
back to
Taiwan by
the end of
the fiscal
period
Remitted Recovered
Lotes Guangzhou
Co., Ltd.
Lotes Suzhou Co.,
Ltd.
Zongka Technology
(Shenzhen) Co., Ltd.
Lotes HengNan Co.,
Ltd.
Lintes Technology
(Suzhou) Co., Ltd.
Shenzhen DeYi
Automation
Equipment Co., Ltd.
Lotes Zhongshan
Co., Ltd.
Zhongshan Dezhi
Metal Surface
Treatment Co., Ltd.
Hengnan Deyi
Property
Development Co.,
Ltd.
Zhongshan Jinmeida
Metal Surface
Treatment Co., Ltd.
Guangzhou Leside
Technology Co.,
Ltd.
Chongqing Fuxinrui
Electronic
Technology Co.,
Ltd.
Manufacturing of connectors for
the information industry,
communications industry, and
consumer electronics industry
Manufacturing of connectors for
the information industry,
communications industry, and
consumer electronics industry

R&D of electronics, import and
export of raw materials of plastic
products and plastic products

Manufacturing of connectors for
the information industry,
communications industry, and
consumer electronics industry
Development and production of
the measurement instruments for
optical communication, optical
transceivers of 10GB/s or above
and relevant technical support
Manufacturing of robotic arms,
automation equipment and
relevant components
Manufacturing connectors for
telecommunication industry and
for consumer electronics industry,
and manufacturing of robotic
arms, automation equipment and
relevant components
Surface treatment of metal
products and plastic products
Development of real estate, lease
of premises, landscape design and
interior decorating

Surface treatment of metal
products and plastic products
Research, testing and development
R&D and sales of electronic
components, automobile
components and accessories,
computers and accessories,
development of molds and the
import and export of goods and
technologies
739,0
553,3
13,8
962,8
137,0
108,6
1,869,2
265,1
99,9
29,4

20,4
6,9
(2)

(2)

(2)

(3)

(2)

(3)

(3)

(3)

(3)

(3)

(3)

(3)
705,840
553,302
13,840
-
137,016
-
-
-
-
-
-
-

-

-

-
-

-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
705,840
553,302
13,840
-
137,016
-
-
-
-
-
-
-

1,393,504

435,193

38,981
73,689

41,915
23,623
237,472
(539)
(54)
(962)
39,577
(1,555)

100.00%

100.00%

100.00%

100.00%

52.13%

100.00%

100.00%

100.00%

100.00%

100.00%

100.00%

51.00%
1,331,683
426,750
38,981
91,432
6,636
23,623
234,472
(539)
(575)
889
39,577
(793)
6,513,462
2,656,082
159,758
1,288,404
161,083
134,271
2,155,532

249,292

98,249
96,050
57,105

1,448

-

-

-

-

-

-

-

-

-

-

-

-

Note 1: There are six types of investments:

  • (1) Investment in Chinese Corporation via Third Region Remittance.

  • (2) Establishment of a company to reinvest in a continental company through a third regional investment.

  • (3) Reinvest in Chinese companies by re-investing in existing companies in third regions.

  • (4) Direct Investment

  • (5) Others.

  • (6) N/A.

Note 2: The investment gain or loss recognized in the current period has been reconciled with the unrealized gain or loss from intercompany transactions.

Note 3: The balance sheet date exchange rates are used to translate the paid-in capital and remittance of cumulative investment amounts into New Taiwan dollars.

2. Investment ceiling in Mainland China:


Company name


Accumulated amount remitted
from Taiwan at the end of the
fiscal period
for investment in Mainland China
(Note 1)

Investment amount
approved by Investment
Commission, MoEA
(Note 1)

Investment ceiling in
Mainland China
according to the
regulations made by
Investment Commission,
MoEA
Lotes Co., Ltd. 1,272,982,000 1,415,013,000 10,117,489,000
Lintes 137,016,000 137,016,000 1,016,197,000

127

Notes to the Parent Company Only Financial Statements of Lotes Co., Ltd.

Technology Co., Ltd.

Note 1: The conversions to NTD were made at the exchange rates prevailing on the balance sheet date.

3. Significant transactions with the investee companies in China:

Please refer to the “Information on Significant Transactions” and “Business Relationships and Significant Transactions between Subsidiaries and Parents” for details of significant direct or indirect transactions between the Company and its investees in Mainland China in fiscal 2021, which have been eliminated in the preparation of the consolidated financial statements.

(4) Information on Major Shareholders:


nsolidated financial statements.
mation on Major Shareholders:

Shares
Name of Major Shareholder
Shares held Shareholding %
Chin-Ling Investment Co., Ltd. 10,956,237
10.32%

Chia-Ming Investment Co., Ltd.
9,797,037
9.23%

New Labor Pension Fund 2nd Fuh Hwa
Discretionary Investment Account in 2018
7,530,222
7.09%

Note:

(1) The information on major shareholders in this table is based on the last business day of each quarter and is calculated based on the total number of common shares and preferred shares held by shareholders who have completed the delivery of unregistered shares (including treasury shares) of the Company of at least 5%. The number of shares recorded in the Company’s financial statements and the actual number of shares delivered without physical registration may differ depending on the basis of computation.

(2) The above information is revealed by the trustee’s opening of a trust account with individual subaccounts of the principal if the shareholder has delivered his or her shares to the trust. As for any shareholder holding more than 10% of the shares of the Company in accordance with the Securities and Exchange Act, the shareholdings include its own shares plus the shares it has delivered to the trust and has the right to decide on the use of the trust property, etc. Please refer to the Market Observation Post System for information on insider shareholdings.

XIV. Segmental Information

Please refer to the consolidated financial statements for 2021.

128

Lotes Co., Ltd.

Statement of Cash and Cash Equivalents

December 31, 2021

Unit: NT$ 1,000

Item Summary Amount
$ 52
375,802
349,670
725,472
50
54,339
54,389
$
779,913
Cash and cash equivalents:
Petty cash
Checks and demand deposits:
Time deposit:
Total

NTD
Foreign currency (USD10,923,219.52,
HKD23,881.90, JPY91,560,
EUR1,414,094.87, RMB671,575.06 and
THB1.67)
NTD Due date: February 19, 2022
Interest rate range: 0.795%
Foreign currency (RMB12,500,000)
Due date: January 8, 2022
Interest rate range: 2.4%

129

Statement of Notes Receivable

Item Summary Amount
$ 913
585
115
298
$
1,911
Non-related parties:
A company
B company
C company
Other (Note)

Note: The balance of each account does not exceed 5% of the amount in this accounting item and is not shown separately.

130

Lotes Co., Ltd.

Statement of Accounts Receivable

December 31, 2021

Unit: NT$ 1,000

Item Summary Amount
$
32,627
Accounts receivable - related
parties
Non-related parties:
D company
E company
F company
G company
H company
Other (Note)
Less: allowance for losses

$ 603,950
447,028
434,063
351,958
314,261
3,663,343

5,814,603
(2,204)

$
5,812,399

Note: The balance of each account does not exceed 5% of the amount in this accounting item and is not shown separately.

Statement of Other Receivables

Item Summary Amount
$ 2,432
(2,272)
$
160
$ 22,389
374
22,763
(279)
$
22,484
Related-parties
Less: allowance for losses
Non-related parties:
Business tax credit and tax
refund
Other
Subtotal
Less: allowance for losses

Mainly receivables from mold development
and estimated interest receivable

Note: The balance of each account does not exceed 5% of the amount in this accounting item and is not shown separately.

131

Lotes Co., Ltd.

Statement of Inventories

December 31, 2021

Unit: NT$ 1,000

Item
Merchandises
Finished goods
Raw materials
Subtotal
Less: Allowance for decline in value of inventories and
doubtful losses
Amount
$ 1,057,288
3,379
43
Market price

993,764

2,061
29
1,060,710
(64,856)

995,854

$
995,854

Note: Allowance for decline in value of inventories and allowance for doubtful accounts is based on the lower of cost or net realizable value and the ageing of inventories, respectively.

Statement of Prepayments

Item Summary Amount
$ 1,360
1,056
304
$
2,720
Prepayment of membership fee
Prepayment
Other (Note)
Total

Mainly prepayment of annual association fee
Mainly prepayment of product certification fee
Mainly prepayment of miscellaneous expenses,
etc.

Note: The balance of each account does not exceed 5% of the amount in this accounting item and is not shown separately.

132

Lotes Co., Ltd.

Statement of Changes in Financial Assets Measured at FVTPL - Non-Current

December 31, 2021

Unit: NT$ 1,000

Name of financial
instruments
Redemption rights of
convertible bonds
Beginning of theperiod Beginning of theperiod Increa se in theperiod Decrea se in theperiod Ending of theperiod Ending of theperiod Provision of
guarantees
orpledges

Remark
Shares Fair value Shares Amount
3,600
Shares Amount
230
Shares Fair value
- $
-
- -
-
3,370 None

Statement of Changes in Financial Assets Measured at FVTOCI - Non-Current

Unit: 1,000 Shares/NT$ 1,000

Name Beginning of theperiod Beginning of theperiod Increas e in theperiod Decreas e in theperiod Ending of theperiod Accumulated
impairment

-

-

-
Provision of
guarantees
orpledges

Remark
Shares Fair value Shares Amount

8,545

955
9,500
Shares Amount
-
-
-
Shares Fair value

8,545

955

9,500
SteadyBeat
Technology
Corporation
G-sau Co.,Ltd
-
-
$ -
-

$
-
950
300

-

-
950
300
None
None

133

Lotes Co., Ltd.

Statement of Changes in Investment Accounted for Using the Equity Method

January 1 to December 31, 2021

Unit: NT$ 1,000

Name Opening balance Opening balance Increase in the period
(Note)
Increase in the period
(Note)
Decrease in the period
(Note)
Decrease in the period
(Note)
Closing balance Market value or net equity Market value or net equity Provision of
guarantees
orpledges
Remark
Shares
Amount
Shares
Amount
Shares Amount Shares Shareholding
%
Amount

6,513,504

1,575,778

2,656,135

159,758

1,112,641

75,270

3,674

37,790

19,312

470,627
Unitprice Totalprice
6,513,504
1,575,778
2,656,135
159,758
1,112,641
75,270
3,674
37,790
19,312
470,627
Lotes Investment Limited
Good Hope Investments Limited
Guansi Development Co., Ltd.
Zaxi Investment Co., Ltd.
Jiayu Investment Co., Ltd.
Lotes USA. Inc.
LOTES EU Gmbh
Lerain Technology Co., Ltd.
Mikronpoint Co., Ltd.
Lotes Viet Nam Coi., Ltd
26,050,000 $ 5,201,468
401,281
1,531,999
20,016,426
2,239,442
500,000
121,209
69,000,000
1,044,195
2,500,000
75,816
100,000
4,059
938,525
2,687
500,000
4,936
-
-
$
10,225,811
-
1,312,036
-
43,779
-
416,693
-
38,549
-
68,446
-
-
-
-
3,793,534
35,103
2,000,000
14,376
17,985,000
470,627
2,399,609
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
546
385
-
-
-
26,050,000
401,281
20,016,426
500,000
69,000,000

2,500,000

100,000
4,732,059
2,500,000
17,985,000
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
16.40%
100.00%
100.00%

-

-

-

-

-

-

-

-

-
-

None

















$
10,225,811

2,399,609
931
12,624,489

12,624,489

Note: The amount includes the increase in investment amount of $570,421 thousand, the recognition of investment income of $1,905,258 thousand, the recognition of cumulative translation adjustment decrease of $82,102 thousand, the decrease in capital surplus of $5,460 thousand recognized under the equity method and the recognition of unrealized loss on financial assets of $359 thousand accounted for using the equity method.

134

Lotes Co., Ltd.

Statement of Deferred Tax Assets

Item
Deferred tax assets
December 31, 2021
Summary
Unit: NT$ 1,000
Amount
$
66,302

Statement of Other Non-Current Assets

Item
Refundable deposits
Prepayment for construction work
Summary Amount
$ 6,027
3,322
$
9,349

135

Lotes Co., Ltd.

Statement of Short-Term Borrowings

December 31, 2021

Unit: NT$ 1,000

Type
Description
Credit loan
E.SUN Bank
Credit loan
CTBC Bank
Credit loan
Bank SinoPac
Credit loan
Hua Nan
Bank
Credit loan
Mega Bank
$ Closing
balance
Period
152,240 2021.07.20~2022.07.20
-
2021.08.31~2022.08.31
-
2021.06.11~2022.06.30
400,000
2021.10.29~2022.10.29
-

2021.07.22~2022.07.21
552,240
Interest rate Financing
line
Collateral or
guarantee
300,000 Guaranteed notes of
$300,000 thousand
300,000
Guaranteed notes of
$300,000 thousand
366,080
Guaranteed notes of
$366,080 thousand
(Note 1)
600,000
Guaranteed notes of
$600,000 thousand
193,760

Guaranteed notes of
$193,760 thousand
(Note 2)
1,759,840
Remark
0.70%
0%
0%
0.85%
0%
$

Note 1: The financing amount is NT$200,000 thousand and US$6,000 thousand. Note 2: The financing amount is US$7,000 thousand.

Statement of Notes Payable

Item Summary Amount
$ 4,273
2,835
2,393
1,313
2,588
$
13,402
Non-related parties:
I company
J company
K company
L company
Other (Note)

Note: The balance of each account does not exceed 5% of the amount in this accounting item and is not shown separately.

136

Lotes Co., Ltd.

Statement of Accounts Payable

December 31, 2021

Unit: NT$ 1,000

Item Summary Amount
$ 40,597
383,959
1,060,674
26,825
$
1,512,055
$ 5,394
2,080
844
73
$
8,391
Related parties:
Lerain Technology Co., Ltd.
Xincheng Development Co.,
Ltd.
REKA Technology Co., Ltd.
Lintes Technology Co., Ltd.
Non-related parties:
M company
N company
O company
Other (Note)

Note: The balance of each account does not exceed 5% of the amount in this accounting item and is not shown separately.

Statement of Other Payables

Item Summary Amount
$
2,166
Other payables - related parties
Non-related parties:
Salary payable
Royalties payable
Compensation payable to
employees and directors and
supervisors
Technical service fees payable
Freight and import/export
expenses payable
Other
Total
Income tax liabilities for the
period

Mainly salary and year-end bonuses payable
Mainly royalties payable
Mainly compensation for employees and
directors and supervisors in 2021
Mainly technical service fees payable
Mainly freight and customs clearance fees for
import and export of goods

$ 28,307
26,689
126,542
19,661
20,488
71,753

$
293,440

$
350,031

Note: The balance of each account does not exceed 5% of the amount in this accounting item and is not shown separately.

137

Lotes Co., Ltd.

Statement of Refund Liabilities

Unit: NT$ 1,000
Amount
$
195,105
Unit: NT$ 1,000
Amount
$
195,105

Amount
$
7,441
$
Guarantee
Remark
First domestic
unsecured
convertible
bond
Hua Nan
Commercial
Bank
2021.08.19
~2024.08.1
9
0%
$ 1,000,000
(24,173)

(63,900)
911,927
Repayment
of principal
at maturity
None


138

==> picture [501 x 545] intentionally omitted <==

----- Start of picture text -----

Lotes Co., Ltd.
Statement of Deferred Income Tax
Liabilities
December 31, 2021 Unit: NT$ 1,000
Item Summary Amount
Deferred income tax liabilities $ 6,038
Statement of Provision for Liabilities -
Non-Current
Item Summary Amount
Provision for liabilities - Provision for employee benefit liabilities $ 45,220
non-current
Statement of Other Non-Current Liabilities
Item Summary Amount
Deposits received $ 744
----- End of picture text -----

139

Lotes Co., Ltd.

Statement of Operating Revenue January 1 to December 31, 2021 Unit: NT$ 1,000

Item
Sales revenue:
General
Triangular trade
Less: Return of sales
Discount on sales
Net operating revenue
Quantity
934,978KPCS
1,696,925KPCS
Amount
$ 8,209,994

6,150,206
(32,275)

(176,715)
$
14,151,210

140

Lotes Co., Ltd.

Statement of Operating Cost

January 1 to December 31, 2021

Unit: NT$ 1,000

Item
Direct raw materials
Opening inventory
Add: Incoming materials for the period
Less: Raw materials at the end of the period
Transfer to merchandise inventory sales
Other
Raw material consumption
Manufacturing Costs
Processing Costs
Transfer of finished goods and merchandise
Total manufacturing costs
Add: Opening finished goods
Less: Transfer to work-in-progress
Finished goods at the end of the period
Other
Cost of finished goods
Add: Opening goods
Current period imports
Transfer of raw materials to sales
Other
Less: Ending goods
Other
Cost of goods sold
Loss on decline in value of inventories, slump and obsolescence
Operating cost
Amount
$ 23
341
(43)
(40)
(3)
278
4,558
254
2,985
8,075
191
(2,985)
(3,379)
(147)
1,755
755,770
11,672,705
40
19,098
(1,057,288)
(2,264)
11,388,061
21,612
$
11,411,428

141

Lotes Co., Ltd.

Statement of Promotion Expense January 1 to December 31, 2021 Unit: NT$ 1,000

Item Summary Amount
$ 126,257
66,446
38,741
62,680
20,226
75,358
$
389,708
Import and export expenses
Payroll
Freight fee
Royalties
Commission
Other (Note)
Total

Note: The balance of each account does not exceed 5% of the amount in this accounting item and is not shown separately.

Statement of Administration Expense

Item Summary Amount
$ 174,416
19,271
115,290
$
308,977
Salary expenses
Labor expenses
Other (Note)
Total

Note: The balance of each account does not exceed 5% of the amount in this accounting item and is not shown separately.

142

Lotes Co., Ltd.

December 31, 2021

Please refer to the following notes for the remaining information on the schedule of significant accounting items:

(1) Statement of property, plant and equipment and changes in accumulated depreciation, Note VI (6).

(2) Statement of right-of-use assets and changes in accumulated depreciation, Note VI (7).

(3) Statement of investment property and accumulated depreciation, Note VI (8).

(4) Statement of changes in intangible assets, Note VI (9).

(5) Statement of the net amount of other revenues and gains and expenses and losses, Note VI (22)

143

5. 2021 Consolidated Financial Statements

Independent Auditor’s Report

To the Board of Directors of Lotes Co., Ltd.:

Audit opinion

We have audited the Consolidated Balance Sheet of Lotes Co., Ltd. and subsidiaries (Lotes Group) as of December 31, 2021 and 2020, the Consolidated Statement of Comprehensive Income as of January 1 to December 31, 2021 and 2020 as well as the Consolidated Statement of Changes in Equity, Consolidated Statement of Cash Flows and the Notes to Consolidated Financial Statement (including important accounting policies summary).

In our opinions, the compilation of the above consolidated financial statements present fairly, in all material respects, of the financial status of December 31, 2021 and 2020 in Lotes Group and the consolidated financial performance and consolidated cash flow of January 1 to December 31, 2021 and 2020 prepared according to Regulations Governing the Preparation of Financial Reports by Securities Issuers and International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), and Interpretations approved by the Financial Supervisory Commission and issued into effect.

Basis of the audit opinions

The audit was conducted by us in accordance with the Rules Governing Auditing and Certification of Financial Statements by Certified Public Accountants and Generally Accepted Auditing Standards (GAAS). Our responsibilities under these standards will be further explained in the responsibility paragraph of the accountant’s audit on the consolidated financial statements. The personnel regulated by independence at the accounting firm that our accountants work with have been managed according to the code of professional ethics to maintain independence from Lotes Group as well as perform other responsibilities addressed on the regulation. Based on the audit results of us, we believe we have obtained sufficient and appropriate auditing evidence as the basis to express our audit opinions.

Key audit matters

Key audit matters refer to the most important matters on the audits to Lotes Group’s consolidated financial statements of fiscal year 2021 based on the professional judgment of our accountants. The matters have been responded on the whole audited consolidated financial statements and during the process of the expression of the audit opinions. There, our accountants will not express opinions separately towards the matters. Based on the judgment of the accountants, the following key audit matters that should be communicated on the audit report are as follows:

  • I. Recognition of income

Please refer to Note IV (15) to the consolidated financial statements for the accounting policy in terms of income recognition. Please refer to Note VI (16) to the consolidated financial statements for the refund liability. Please refer to Note VI (24) to the consolidated financial statements for details about income. Description of the key audit matters:

The operating income is the most critical factor when determining the operational performance of Lotes Group. Users of the statements are cautiously concerned about the performance of the operating income. In response to the market conditions and business needs, discounts were provided for parts of the sales of goods agreed with the customers. Based on the agreements with the customers, the management would estimate the refund liability and include it as a deduction of operating income. Thus, the income recognition evaluation is one of the fundamental evaluation items for accountants in the execution of financial report audit for Lotes Group.

Corresponding audit procedures:

The primary audit procedure conducted by the accountants for the aforementioned key audit matters included the understanding and evaluation of the relevant control procedures and methods in the estimation of refund liabilities in terms of the sales procedure and the effectiveness of the design and execution of the control procedure. Regarding the sampling testing for sales close to the balance sheet date, external certification documents were reviewed to assess the adequacy of the income recognition timings. The management’s method to estimate and list refund liabilities were also obtained to assess whether the

144

evaluation is based on the agreed conditions with customers. The adequacy of the refund liability estimate was analyzed with the actual situation afterward.

II. Evaluation of inventory

Please refer to Note IV (8) for the accounting policy of inventory evaluation. Please refer to Note V in the consolidated financial statements for the accounting estimates and assumed uncertainties of the inventory evaluation. Please refer to Note VI (4) in the consolidated financial statements for the information on the losses from the falling price of inventory. Description of the key audit matters:

Due to the impacts of rapid changes in the market demand and the development of production technology, the existing products are at risk to become outdated inventory or non-compliant with market demand. Parts of the inventory may become obsolete or have the market prices dropped. Thus, the inventory evaluation is one of the fundamental evaluation items for the accountants in the execution of financial report audit for Lotes Group.

Corresponding audit procedure:

The primary audit procedure conducted by the accountants for the aforementioned key audit matters included the understanding and evaluation of the basis and methods used by the management to assess the net realizable value of inventory. Review and audit were conducted in terms of the data used by the management as the basis and to estimate the net realizable value, and an evaluation was conducted on the estimated sales price to the latest sales record by sampling. To evaluate the adequacy of the drop in prices, the adequacy of the inventory aging report was checked, and the changes in the inventory aging of each period were analyzed.

Other Matters

Lotes Co., Ltd. has prepared its parent company only financial statements for fiscal years 2021 and 2020, and we have issued an unqualified audit report thereon for your information.

Responsibility from management level and governing unit towards the consolidated financial statements

Management level’s responsibility is to prepare the consolidated financial statements present fairly according to Regulations Governing the Preparation of Financial Reports by Securities Issuers and International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), and Interpretations approved by the Financial Supervisory Commission and issued into effect and to maintain necessary internal control related to the preparation of the consolidated financial statements in order to ensure there is no major untrue expression on the financial statements due to fraud or error.

When preparing the consolidated financial statements, the responsibility of management level also includes evaluating Lotes Group’s capability of continuous operation, disclosure of relevant matters and the application of continuous operation accounting model unless the management level intends to liquidate Lotes Group or suspend its business operation or there is no alternative practical and feasible solution other than liquidation or business suspension.

The governing unit (including the audit committee) at Lotes Group is responsible for supervising the process of financial reports.

Responsibility of accountants’ audit on the consolidated financial statements

The purpose of the consolidated financial statements audited by our accountants is to obtain reasonable assurance on whether the significant untrue expression exists on the whole consolidated financial statements due to fraud or error as well as issue the audit report. The reasonable assurance is the high certainty; however, it will not be able to guarantee that the significant untrue expression will definitely be able to be detected by generally accepted auditing standards, and the untrue expression might be caused from fraud or error. It is regarded as with significance if the individual amount or the aggregation number of the untrue expression can reasonably predict that it will affect the economic decisions made by the users of the consolidated financial statements.

When we conduct the audit according to generally accepted auditing standards, we use professional judgment and maintain our professional suspicion. We also executed the following tasks:

  1. Identifying and evaluating the risk of major untrue expression on the consolidated financial statements due to fraud or error; designing and implementing proper responding strategies towards the risk evaluated; and obtaining sufficient and appropriate audit evidence as the basis of audit opinions. Due to fraud might be involving with collusion, counterfeiting, malicious omission untrue declaration, or going out of the internal control, the risk of not detecting the major untrue expression due to fraud will be higher than that due to error.

  2. Obtaining necessary understanding of internal control related to audit in order to design proper audit procedure under the situation of the case. However, its purpose is not to express opinion toward the

145

effectiveness of the internal control in Lotes Group.

  1. Evaluating the adequacy of the accounting policies used by the management level and the rationality of the accounting evaluation and relevant disclosure concluded.

  2. Based on the audit evidence obtained, conclusion towards the appropriateness of continuous operation accounting basis that the management level adopts and the existence of major uncertainty on events or situations with major concerns affecting Lotes Group’s capability in continuous operation are made. If we believe major uncertainty existed on the event or situation, we must remind the users of consolidated financial statements on the audit report to pay attention on the relevant disclosure or modify audit opinion when the disclosure is not appropriate. The conclusion that we made is based on the audit evidence obtained up to the audit report day, but future events or situations might cause Lotes Group not capable in continuous operation.

  3. Evaluating the overall expression, structure and content of the consolidated financial statements (including relevant notes) as well as whether the consolidated financial statements present fairly, in all material respects, relevant transaction and events.

  4. We obtained sufficient and appropriate audit evidence about the financial information of the constituent entities of the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and execution of the Group's audits and for forming an opinion on the Group's audits.

The communication between us and the governing unit includes the audit scope and time planned and major audit findings (including the significant defects on the internal control identified during the auditing process).

We have also provided information to the governing unit that the personnel of the firm—under which our CPAs are working—who are subject to independence requirements have complied with the statement of independence in the CPA code of professional ethics and communicated to the governing unit all relationships and other matters (including relevant safeguards) that may be considered to affect the independence of CPAs.

We determined the key audit matters that we would like to execute on Lotes Group’s consolidated financial statements for fiscal year 2021 from the communication with the governing unit. We clearly stated the related matters on the audit report unless it is the specific matter that is not allowed to be disclosed to the public according to laws, or under a very rare situation that we decided not to communicate specific matters on the audit report because we can reasonably anticipate the negative influence generated by the communication will be greater than the public interests increased.

KPMG Taiwan

CPAs:

Competent Authority of Securities CHIN-KUAN-CHENG-SHEN-TZ Approval Certificate No. : U No. 1000011652 (88) TAI-TSAI-CHENG (VI) No. 18311 March 21, 2022

146

Lotes Co., Ltd. And Subsidiaries

Consolidated Balance Sheet December 31, 2021 and 2020

Unit: NT$ 1,000

Assets
Current assets:
1100
Cash and cash equivalents(Note VI (1) and (27))
1110
Financial assets measured at FVTPL - current
(Note VI (2) and (27))
1120
Financial assets measured at FVTOCI - current (Note VI (2) and (27))
1150
Net notes receivable(Note VI (3) and (27))
1170
Net accounts receivable(Note VI (3) and (27))
1200
Other receivables(Note VI (3) and (27))
1220
Income tax assets for the period(Note VI (20))
130X
Net inventory(Note VI (4))
1410
Advance payment
1476
Other financial assets - current (Note VI (11) and (27))
1479
Other current assets - other

Non-current assets:
1510
Financial assets measured at FVTPL - non-current
(Note VI (2) and (27))
1517
Financial assets measured at FVTOCI - non-current (Note VI (2) and (27))
1600
Property, plant and equipment(Note VI (7) and 8)
1755
Right-of-use assets(Note VI (8))
1760
Net investment property(Note VI (9))
1780
Intangible assets(Note VI (10))
1840
Deferred tax assets(Note VI (20))
1900
Other non-current assets

Total of assets
Dec. 31, 2021 Dec. 31, 2020
Amount
%

2,949,412
15

122,960
1
2,016 -
54,105 -

6,840,879
35

357,029
2
12,937 -

2,559,028
13

62,208
1
87,320
1
6,665
-

13,054,559
68
-
-
20,120 -

4,495,974
23

399,749
2

368,019
2

155,510
1

127,144
1

661,820
3

6,228,336
32

19,282,895
100
2100
Short-term loans (Note VI (12), (27), (30) VIII and IX)
2130
Contract liabilities - current (Note VI (24))
2150
Notes payable(Note VI (27))
2170
Accounts payable(Note VI (27))
2200
Other payables(Note VI (27))
2230
Income tax liabilities for the period - current (Note VI (20))
2280
Lease liabilities - current(Note VI (15), (27) and (30))
2365
Refund liabilities - current (Note VI (16))
2300
Other current liabilities
2322
Long-term loans – current portion(Note VI (13), (27), (30), and VIII)

Non-current liabilities:
2530
Bonds payable(Note VI (14), (27) and (30))
2540
Long-term loans(Note VI (13), (27), (30) and VIII)
2550
Provisions – non-current (Note VI (17))
2560
Income tax liabilities for the period - non-current (Note VI (20))
2570
Deferred income tax liabilities (Note VI (20))
2580
Lease liabilities - non-current(Note VI (15), (27) and (30))
2600
Other non-current liabilities

Total of liabilities
Equity attributable to owners of parent:
Share capital:
3110
Capital – common stock (Note VI (21))
3130
Certificates of bond-to-stock conversion (Note VI (21))
3200
Capital reserves(Note VI (21))
3300
Retained earnings(Note VI (21))
3400
Other equity (Note VI (21))
Total equity attributable to owners of parent
36XX
Non-controlling interest (Note VI (6))
Total of equity
Total of liabilities and equity
$ 1,142,178
4
-
-
97,494 -
91,659
1
16,402 -
3,574 -
2,613,359
10
2,501,155
13
1,998,938
8
1,206,695
6
670,568
3
505,527
3
220,742
1
71,971 -
195,105
1
161,767
1
34,715 -
33,197 -
14,805
-
5,335
-


7,004,306
27
4,580,880
24


911,927
4
-
-
29,600 -
18,661 -
45,220 -
49,258 -
31,342 -
21,037 -
33,906 -
27,054 -
285,847
1
104,279
1
22,539
-
2,167
-

16,959,937
64

3,370 -
30,003 -
6,882,186
26
1,028,489
4
335,869
1
205,584
1
151,467
1
822,486
3


1,360,381
5
222,456
1


8,364,687
32
4,803,336
25


1,059,779
4
1,034,779
5
1,167 -
-
-
5,283,698
20
3,958,247
21
11,200,170
42
9,101,144
(682,333)
(3)
(594,972)
(3)

9,459,454
36




16,862,481
63
13,499,198
70


1,192,223
5
980,361
5


18,054,704
68
14,479,559
75


$
26,419,391
100
19,282,895
100

$
26,419,391
100

Liabilities and equity Current liabilities:

Dec. 31, 2021 Dec. 31, 2020 Amount % Amount %

147

Lotes Co., Ltd. and Subsidiaries

Consolidated Statement of Comprehensive Income

From January 1 to December 31, 2021 and 2020

Unit: NT$ 1,000

4000
Operating revenue(Note VI (16), (24) and XIV)
5000
Operating cost(Note VI (4), (10) and XII)
Gross profit
Operating expense(Note VI (10), (15), (18), (26), VII and XII):
6100
Promotion expense
6200
Administration expense
6300
R&D expense
6450
Expected credit loss (gain)
Total operating expense
Net operating profit
Non-operating revenue/expense(Note VI (5) and (25)):
7100
Interest income
7140
Gain recognized in bargain purchase transaction
7010
Other income
7020
Other gains and losses
7050
Financial costs
7055
Expected credit gain (loss)
Total non-operating revenue/expense
Net profit before tax from continuing operations
7950
Less: Income tax expense(Note VI (20))
Net profit for the period
8300
Other comprehensive income:
8310
Components of other comprehensive income that will not be reclassified to profit or
loss
8311
Remeasurements of defined benefit plan
8316
Unrealized gains (losses) from investments in equity instruments measured at
FVTOCI
8349
Less: Income tax related to components of other comprehensive income that will not
be reclassified to profit or loss
Total components of other comprehensive income that will not be reclassified
to profit or loss
8360
Components of other comprehensive income that will be reclassified to profit or loss
8361
Exchange differences on translation
8399
Less: Income tax related to components of other comprehensive income that will be
reclassified to profit or loss
Total components of other comprehensive income that will not be reclassified
to profit or loss
8300
Other comprehensive income for the period (net)
Total other comprehensive income for the period
Net profit for the period attributable to:
8610
Owners of parent
8620
Non-controlling interest
Total comprehensive income attributable to:
8710
Owners of parent
8720
Non-controlling interest
Basic earnings per share (Unit: NT$)
(Note VI (23))
Diluted earnings per share (Unit: NT$)
(Note VI (23))
2021 %

100

60
2020 %

100

60
Amount
$ 21,391,917
12,834,611
Amount

17,291,332

10,361,137

8,557,306


40


6,930,195


40

748,932
1,409,600
2,030,576
8,931


4

7

9

-


642,420

1,117,631

1,459,647
2,845


4

6

8

-

4,198,039


20


3,222,543


18

4,359,267


20


3,707,652


22

13,994
-
324,926
(128,648)
(28,304)
(1,037)


-
-

2

(1)

-

-

28,789
13,055

214,267

(276,469)
(18,609)
1,317


-

-

1

(2)

-

-

180,931


1


(37,650)


(1)

4,540,198
1,021,167


21

5


3,670,002

834,413



21

5

3,519,031


16


2,835,589


16

3,851
(5,077)
770


-

-

-

(7,598)
372
(1,520)


-

-

-
(1,996)
-

(5,706)


-

(82,222)
(39)


-

-

46,886
(1,733)


-

-

(82,183)


-

48,619


-

(84,179)


-

42,913


-

$
3,434,852


16


2,878,502


16

$ 3,472,201
46,830


16

-


2,732,361
103,228


15

1

$
3,519,031


16


2,835,589


16

$ 3,387,921
46,931


16

-


2,771,703
106,799


16

-

$
3,434,852


16


2,878,502


16

$

33.32


26.41
$ 32.69 26.34

(Please read the Notes to the Parent Company Only Financial Statements) Chairperson: CHU, TE-HSIANG Manager: HO, TE-YU

Accounting Manager: LIU, HSIN-HSIA

148

Lotes Co., Ltd. and Subsidiaries

Consolidated Statement of Changes in Equity

From January 1 to December 31, 2021 and 2020

Unit: NT$ 1,000

Balance on January 1, 2020
Net profit for the period
Other comprehensive income for the period
Total other comprehensive income for the period
Appropriation and distribution of retained earnings:
Legal reserve appropriated
Special reserve appropriated
Cash dividends of common stock
Other changes in capital reserves:
Changes in equity of subsidiaries, associates and joint ventures
accounted for using equity method
Changes in non-controlling interests
Cash dividends paid by subsidiaries to non-controlling interests
Disposal of equity instruments measured at FVTOCI
Balance on December 31, 2020
Net profit for the period
Other comprehensive income for the period
Total other comprehensive income for the period
Appropriation and distribution of retained earnings:
Legal reserve appropriated
Reversal on special reserve
Cash dividends of common stock
Other changes in capital reserves:
Issuance of stock options for convertible bonds
Changes in equity of subsidiaries, associates and joint ventures
accounted for using equity method
Compensation expense for employee stock options
Cash capital increase
Conversion of convertible bonds
Changes in non-controlling interests
Cash dividends paid by subsidiaries to non-controlling interests
Balance on December 31, 2021
Equity attributable to owners ofparent Equity attributable to owners ofparent Equity attributable to owners ofparent Equity attributable to owners ofparent Non-controlling
interests
Total equity
12,545,22
2,835,58
42,91
Share capital Capital reserves **Retained earnings ** Other equity Total equity
attributable to
owners of
parent
Exchange
differences on
translation of
foreign financial
statements

Unrealized gains
(losses) on
financial assets
measured at
FVTOCI
Share capital for
ordinary shares
Certificates of
bond-to-stock
conversion
Total Legal reserve Special reserve Unappropriated
retained
**earnings **
$ 1,034,779
-
-

-
-
-
1,034,779
-
-

3,959,560
-
-

1,091,939
-
-

317,020
-
-

6,062,560
2,732,361
(6,078)

(631,970)
(18,562)

-
-

45,017
403

11,815,326
2,732,361

39,342

729,899

103,228

3,571

106,799
-
-

-

-
192,780
(49,117)
-

980,361

46,830

101

46,931
-
-

-

-

-

-

-

-
237,061
(72,130)

1,192,223
- - - - - -
2,726,283



45,017
403


2,771,703
2,878,50
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
(1,313)
-
-
-
207,604
-
-

-
-
-
-

-
333,513
-
-
-
-
-

(207,604)

(333,513)
(1,086,518)
-
-
-
(10,140)



-
-

-
-

-
-
-
-
-
-
-
-

-
10,140

-
-
(1,086,518)
(1,313)
-
-

-
-
-
(1,086,518
(1,313
192,78
(49,117
-
1,034,779
-
-

-
-
-
1,034,779
-
-

3,958,247
-
-

1,299,543
-
-

650,533
-
-


7,151,068
3,472,201
3,081



(586,953)
(8,019)

-
-

(82,102)
(5,259)


13,499,198
3,472,201

(84,280)
14,479,55
3,519,03
(84,179
- - - - - -
3,475,282




(82,102)
(5,259)



3,387,921
3,434,85
-
-
-
-
-
-
25,000
-
-
-
-
-
-
-
-
-

-
1,167
-
-
-
-
-
-
-
-
25,000

1,167
-
-
-
-
-
183,236
5,460
24,931

1,050,971

60,853
-
-
271,615
-
-

-

-

-

-

-
-
-

-
(55,561)
-
-
-
-
-
-
-
-

(271,615)

55,561
(1,376,256)
-
-
-
-
-
-
-




-
-

-
-

-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-


-
-
(1,376,256)
183,236
5,460
24,931
1,075,971
62,020
-
-
-
-
(1,376,256
183,23
5,46
24,93
1,075,97
62,02
237,06
(72,130
$
1,059,779

1,167

1,060,946

5,283,698

1,571,158

594,972

9,034,040

(669,055)
(13,278)

16,862,481
18,054,70

(Please read the Notes to the Parent Company Only Financial Statements) Manager: HO, TE-YU

Chairperson: CHU, TE-HSIANG

Accounting Manager: LIU, HSIN-HSIA

149

Lotes Co., Ltd. and Subsidiaries

Consolidated Statement of Cash Flows

From January 1 to December 31, 2021 and 2020

Cash flows from (used in) operating activities:
Net profit before tax
Adjustments:
Adjustments to reconcile profit (loss)
Depreciation expense
Amortization expense
Expected credit loss (gain)
Net loss (gain) on financial assets or liabilities at FVTPL
Interest expense
Interest income
Dividend income
Compensation expense for share-based payment
Loss (gain) on disposal of property, plant and equipment
Inventory valuation and disposal loss
Gain recognized in bargain purchase transaction
Other adjustments
Total adjustments to reconcile profit (loss)
Changes in operating assets and liabilities:
Changes in operating assets:
Increase in notes receivable
Increase in accounts receivable
Increase in other receivables
Increase in inventory
Increase in advance payment
Decrease (increase) in other current assets
Decrease in other financial assets
Total changes in operating assets
Changes in operating liabilities:
Increase (decrease) in contract liabilities
Decrease in notes payable
Increase in accounts payable
Increase in other payables
Decrease in provisions
Decrease in other current liabilities
Increase in Refund liabilities
Total changes in operating liabilities
Total changes in operating assets and liabilities
Total adjustments
Cash inflow generated from operations
Interest received
Dividends received
Interest paid
Income taxes paid
Net cash flows from operating activities
Cash flows from (used in) investing activities :
Disposal of financial assets measured at FVTOCI
Acquisition of financial assets measured at FVTOCI
Acquisition of financial assets measured at FVTPL
Disposal of financial assets measured at FVTPL
Acquisition of property, plant and equipment
Disposal of property, plant and equipment
Acquisition of intangible assets
Net cash inflows from business combination
Acquisition of investment property
Disposal of investment property
Increase in other non-current assets
Net cash flows from (used in) investing activities
Cash flows from (used in) financing activities
Increase (decrease) in short-term loans
Issuance of corporate bonds
Borrowings of long-term loans
Repayments of long-term loans
Payments of lease liabilities
Increase in other non-current liabilities
Cash dividends paid
Cash dividends paid to non-controlling interests
Cash capital increase
Changes in non-controlling interests
Changes in subsidiaries, associates and joint ventures accounted for using equity method
Net cash flows from (used in) financing activities
Effect of exchange rate changes on cash and cash equivalents
Net increase (decrease) in cash and cash equivalents
Cash and cash equivalents at beginning of period
Cash and cash equivalents at end of period
Unit: NT$ 1,000
2021
2020
$ 4,540,198
3,670,002
1,503,974
1,115,332
51,307
26,245
9,968
1,528
(25,795)
(55,053)
28,304
18,609
(13,994)
(28,789)
(6,119)
(1,341)
25,077
7,795
3,728
(2,446)
92,408
48,028
-
(13,055)
(2,472)
19
Unit: NT$ 1,000
2021
2020
$ 4,540,198
3,670,002
1,503,974
1,115,332
51,307
26,245
9,968
1,528
(25,795)
(55,053)
28,304
18,609
(13,994)
(28,789)
(6,119)
(1,341)
25,077
7,795
3,728
(2,446)
92,408
48,028
-
(13,055)
(2,472)
19

1,666,386


1,116,872

(7,187)
(1,904,786)
(107,813)
(1,624,767)
(81,083)
(2,353)
87,320



(30,249)

(788,350)

(133,684)

(486,885)

87,437

3,898

4,960

(3,640,669)



(1,342,873)

5,835
12,828
112,204
809,880
(187)
1,518
33,338



37,431

(23,091)

539,618

203,974

(69)

9,860

4,511

975,416



772,234

(2,665,253)



(570,639)

(998,867)



546,233

3,541,331
18,588
6,119
(24,622)
(851,646)



4,216,235

26,790

1,341

(18,616)

(756,926)

2,689,770



3,468,824

-
(14,400)
(174,504)
166,435
(3,631,931)
18,589
(101,381)
(96,793)
-
30,446
(284,138)


4,860

(20,186)

(125,418)

297,545

(1,774,297)

38,123

(80,912)

(59,647)
(17,923)

-

(310,189)

(4,087,677)



(2,048,044)

1,142,178
1,152,983
29,600
(9,191)
(356,459)
4,669
(1,376,256)
(72,130)
1,075,971
236,940
5,435



(66,660)

-

20,035

(125,583)

(114,174)

(75,956)

(1,086,518)

(49,117)

-

137,365

(5,377)

1,833,740



(1,365,985)

(82,183)
353,650
2,949,412



48,623

103,418

2,845,994

$
3,303,062



2,949,412

(Please read the Notes to the Parent Company Only Financial Statements) Chairperson: CHU, TE-HSIANG Manager: HO, TE-YU

Accounting Manager: LIU, HSIN-HSIA

150

Notes to the Consolidated Financial Statements of Lotes Co., Ltd. and Subsidiaries

Lotes Co., Ltd. and Subsidiaries Notes to the Consolidated Financial Statements 2021 & 2020 (All amounts are in NT$ thousands unless otherwise stated)

I. Company History

Lotes Co., Ltd. (hereinafter referred to as the “Company”) was incorporated on August 23, 1986 in accordance with the provisions of the Company Act and was approved for registration with its registered office at No.15, Wuxun Street, Anle District, Keelung City. The Company and Subsidiaries (hereinafter referred to as the “Consolidated Company”) are principally engaged in the sale and purchase of various hardware parts and components, the manufacturing and processing of various terminals and their connectors, the import and export business in connection with the preceding item and the agency of the preceding item in connection with the tender quotation and distribution of products of domestic and foreign manufacturers. Please refer to Note XIV for further details.

II. Date and Procedures of Approval of Financial Statement

The Consolidated Financial Statement was approved and released by the Board of Directors on March 21, 2022.

III. Application of New and Revised Standards and Interpretations

(1) Influence of the Adoption of New and Revised Standards and Integrations Approved by the Financial Supervisory Commission

Since January 1, 2021, the Consolidated Company has adopted the amended International Financial Report Standards, and this did not cause material impact on the consolidated financial statements: ‧Amendments to IFRS 4 “Temporary Exemption from the Extension of IFRS 9” ‧Amendments to IFRS 9, IAS 39, IFRS 7, IFRS 4 and IFRS 16, “Changes in Interest Rate Indicators - Phase 2” The Consolidated Company adopted the following newly amended IFRSs effective April 1, 2021, with no significant impact on consolidated financial statements. ‧Amendment to IFRS 16 – “Covid-19-Related Rent Concessions beyond 30 June 2021” (2) Effects of new and revised standards and interpretation has been approved by FSC but not yet being adopted The Consolidated Company assesses that the application of the following newly amended IFRSs, effective January 1, 2022, will not have a significant impact on consolidated financial statements.

‧Amendments to IAS 16 – “Property, Plant and Equipment: Proceeds before Intended Use” ‧Amendments to IAS 37 – “Onerous Contracts—Cost of Fulfilling a Contract” ‧Annual Improvements to IFRS Standards 2018–2020 ‧Amendments to IFRS 3 – “Reference to the Conceptual Framework” (3) New and revised standards and interpretations not yet recognized by the FSC The Consolidated Company does not expect the following newly issued and amended standards, which have not yet been endorsed, to have a material impact on the consolidated financial statements.

‧Amendments to IFRS 10 and IAS 28, “Disposal of or Contribution to Assets between an Investor and its Affiliate or Joint Venture”. ‧Amendments to IFRS 17, “Insurance Contracts” and IFRS 17

‧Amendments to IAS 1 – “Classification of Liabilities as Current or Non-Current”

‧Amendments to IAS 1 – “Disclosure of Accounting Policies”

‧Amendments to IAS 8 – “Definition of Accounting Estimates”

‧Amendments to IAS 12 – “Deferred Tax related to Assets and Liabilities arising from a Single Transaction”

IV. Summary of Major Accounting Policies

The major accounting policies adopted in this Financial Statement are summarized as follows. Unless otherwise noted, the following accounting policies have been applicable for all presentation period of the Consolidated Financial Statement.

151

Notes to the Consolidated Financial Statements of Lotes Co., Ltd. and Subsidiaries

(1) Compliance statement

The Consolidated Financial Statement was compiled in accordance with the Guidelines Governing the Preparation of Financial Reports by Securities Issuers and International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), and Interpretations approved by the Financial Supervisory Commission.

  • (2) Compiling basis

  • Measurement foundation

Except the major items in the following balance sheet, the Consolidated Financial Statement was compiled based on the historical costs:

  • (1) Financial assets at fair value through profit or loss measured with fair value.

  • (2) Financial assets measured at fair value through other comprehensive income. (3) Liabilities for cash-settled share-based benefit agreements that are measured at fair value.

  • (4) Net defined benefit liability (or asset) is measured according to the fair value of the retirement fund assets deducting present value of the defined benefit obligation and the ceiling influence value listed in Footnotes IV (16).

  • Functional currency and presentation currency

Each party of the Consolidated Company takes the currency of major economic environment where each operation is located as its functional currency. The Consolidated Financial Statement is presented in the functional currency of the Company, NTD. All of the financial information expressed herein in NTD is of one thousand per unit.

(3) Consolidation basis

The main entity for the preparation of consolidated financial statements consists of the Company and the entity controlled by the Company (i.e., the subsidiaries).

The financial statements of subsidiaries are included in the consolidated financial statements from the date that control is obtained until the date that control is lost. Gains or losses attributable to the subsidiary's non-controlling interest are attributed to the non-controlling interest, even if the non-controlling interest becomes a loss balance as a result.

Inter-company transactions, balances and any unrealized gains and losses are eliminated in the preparation of the consolidated financial statements.

Changes in ownership interests in subsidiaries that do not result in a loss of control are accounted for as equity transactions with owners.

  1. Subsidiaries included in the consolidated financial statements

The subsidiaries included in the consolidated financial statements are:

Investing
company
Subsidiary
**Location **
Shareholding %
Dec. 31,
2021
Dec. 31,
2020
Note
The Company Lotes Investments Limited
Samoa

Good Hope Investments
Limited


Guansi Development Co., Ltd.


Zhaxi Investment Co., Ltd.
Anguilla

Jiayu Investment Co., Ltd.
Taiwan

Lotes USA, Inc
America

LOTES EU GmbH
Germany

Lerain Technology Co., Ltd.
Taiwan

Mikronpoint Co., Ltd.


Lotes Viet Nam CO., Ltd.
Vietnam
Lotes
Investments
Limited
Loteson International
Investments Limited
Hong Kong
Loteson
Lotes Guangzhou Co., Ltd.
China
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
16.40%
33.92% (Note 1)
100.00%
100.00%
100.00%
-
%
100.00%
100.00%
100.00%
100.00%

152

Notes to the Consolidated Financial Statements of Lotes Co., Ltd. and Subsidiaries

International
Investments
Limited
Lotes Lotes Hengnan Co., Ltd. 100.00% 100.00%
Guangzhou
Co., Ltd.
Shenzhen DeYi Automation 100.00% 100.00%
Equipment Co., Ltd.
Lotes Zhongshan Co., Ltd. 50.00% 50.00%
Zhongshan Dezhi Metal Surface 100.00% 100.00%
Treatment Co., Ltd.
Hengnan Deyi Property 100.00% 100.00%
Development Co., Ltd.
Zhongshan Jinmeida Metal -
%
-
%
(Note 1)
Surface Treatment Co., Ltd. and
(Note 2)
Guangzhou Leside Technology 100.00% 100.00%
Co., Ltd.
Guangzhou Chongqing Fuxinrui Electronic 51.00% 51.00%
Leside Technology Co., Ltd.
Technology
Co., Ltd.
Good Hope Xincheng Development Co., Samoa 100.00% 100.00%
Investments Ltd.
Limited
REKA Technology Co., Ltd. Hong Kong 100.00% 100.00%
Guansi Jae You Co., Ltd. 100.00% 100.00%
Development
Co., Ltd.
Jae You Co., Lotes Suzhou Co., Ltd. China 100.00% 100.00%
Ltd.
Lotes Suzhou Lotes Zhongshan Co., Ltd. 50.00% 50.00%
Co., Ltd.
Zhaxi Wangden Investments Limited Hong Kong 100.00% 100.00%
Investment
Co., Ltd.
Wangden Zongka Technology (Shenzhen) China 100.00% 100.00%
Investments Co., Ltd.
Limited
Jiayu Ememe Robot Co., Ltd. Taiwan 94.37% 94.37%
Investment
Co., Ltd.
Compertum Microsystems Inc. 31.25% 35.34% (Note 1)
Good News Medical Co., Ltd. 25.44% 5.00% (Note 1)
Lintes Technology Co., Ltd. 52.13% 52.13%
Lintes Jiajun Investment Co., Ltd. -
%
100.00% (Note 3)
Technology
Co., Ltd.

153

Notes to the Consolidated Financial Statements of Lotes Co., Ltd. and Subsidiaries

Genie Precision Machine Co., 60.00% 60.00% (Note 2)
Ltd.
Compertum Microsystems Inc. 10.41% 11.77% (Note 1)
Lerain Technology Co., Ltd. 1.90% -
% (Note 1)
Jilong Co., Ltd. Samoa 100.00% 100.00%
Jilong Co., Rihui Co., Ltd. 100.00% 100.00%
Ltd.
Rihui Co., Lintes Technology (Suzhou) China 100.00% 100.00%
Ltd. Co., Ltd.
  • Note 1: Although the Consolidated Company does not hold more than half of the voting shares of this company, it is included as a subsidiary in the consolidated financial statements because the Consolidated Company has control over its major operating activities and other decisions.

  • Note 2: Please refer to Note VI (5) for the Consolidated Company's acquisition of control over this company.

  • Note 3: Liquidation eliminated in the fourth quarter of 2021.

  • Subsidiaries not included in the consolidated financial statements: None.

154

Notes to the Consolidated Financial Statements of Lotes Co., Ltd. and Subsidiaries

(4) Foreign currency

1. Foreign currency trading

Foreign currency is converted into functional currency according to exchange rate on the date of transaction. At the end of each subsequent reporting period (the “Reporting Date”), foreign currency monetary items are translated into functional currency at the exchange rate prevailing on that date. Non-monetary items measured at fair value in foreign currencies are translated into functional currencies using the exchange rates prevailing at the date of fair value measurement, while non-monetary items measured at historical cost in foreign currencies are translated at the exchange rates prevailing at the dates of the transactions.

The foreign currency exchange difference resulting from the conversion is recognized to be other comprehensive Income excepting for the following situations, otherwise, recognized to be gains and losses:

(1) Equity instruments designated as measured at fair value through other comprehensive income.

(2) Financial liabilities designated as a net investment hedge for a foreign operating entity are within the effective range of the hedge; or

(3) Eligible cash flow hedges are within the effective range of the hedge.

  1. Foreign operating organizations

The assets and liabilities of foreign operating organizations, including the business reputation and fair value adjustment during the acquisition, are converted to be NTD according to exchange rate on the report day; gains and losses are converted into NTD according to exchange rate in the current period, and the resultant conversion difference is recognized to be other comprehensive Income.

In case of the loss of control, joint control or material influences arising from the punishment on foreign operating organizations, the accumulated conversion differences related to the foreign operating organizations shall be fully reclassified as gains and losses. Upon partial disposal of a subsidiary with foreign operations, the related accumulated exchange differences are reattributed to non-controlling interest on a pro rata basis. In case of affiliated company or joint ventures of foreign operating organizations involved in some of the punishment, related accumulated conversion differences shall be fully reclassified as gains and losses in proportion.

As to the receivable and payable monetary items of foreign operating organizations, if without the repayment plan or the possibility of repayment in foreseeable future, the resultant gains and losses from foreign currency conversion shall be regarded as a part of net investments to the foreign operating organizations as recognized as other comprehensive income.

  • (5) Standards for classifying current and non-current assets and liabilities

Assets meeting one of the following conditions are recognized to be current assets, and other assets not belonging to current assets are recognized to be non-current assets:

  1. Those that are expected to be realized during the normal operating period or intended to be sold or consumed.

  2. Those held mainly for the purpose of transaction.

  3. Those expected to be realized within 12 months after the reporting period.

  4. The asset is cash or cash equivalents, unless the asset is otherwise restricted from being exchanged or used to settle a liability for at least 12 months after the reporting period.

  5. The liabilities meeting any one of the following conditions are current liabilities, and

  6. other liabilities not belonging to current liabilities are recognized to be non-current liabilities:

  7. Those expected to be paid off during the normal operating period.

  8. Those held mainly for the purpose of transaction.

  9. Those expected to be paid off within 12 months after the reporting period. 4. Liabilities that do not have an unconditional right to extend the maturity period to at least 12 months after the reporting period. The terms of the liability may, at the option of the counterparty, not affect its classification if the issuance of equity instruments results in its settlement.

  10. (6) Cash and cash equivalents

Cash includes cash on hand and demand deposits. Cash equivalents are the investments which are allowed to be converted into normed cash with few value change risks and short-term high flowability. Certificate of deposit which satisfy the foregoing definition and

155

Notes to the Consolidated Financial Statements of Lotes Co., Ltd. and Subsidiaries

with the holding purpose of meeting the short-term cash pledges rather than investment or others shall be recognized as cash equivalents. (7) Financial instrument

Accounts receivable and the original debt securities issued are recognized when they are incurred. All other financial assets and financial liabilities were originally recognized when the Consolidated Company became a party to the terms of the financial instrument agreement. Financial assets that are not measured at fair value through profit or loss (except accounts receivable, which do not contain a significant financial component) or financial liabilities are measured at fair value plus the transaction cost directly attributable to the acquisition or issue. Accounts receivable, which do not contain significant financial components, are originally measured at transaction prices. 1. Financial assets

The purchase or sale of financial assets by a conventional trader, the Consolidated Company shall treat all purchases and sales of financial assets classified in the same manner in accordance with the transaction date or the settlement date.

At the time of the original recognition, financial assets were classified as: financial assets measured at amortized cost, debt instrument investments measured at fair value through other comprehensive income, equity instrument investments measured at fair value through other comprehensive income, or financial assets measured at fair value through gains and losses.

The Consolidated Company will only change its business model for managing financial assets from the first day of the next reporting period to classify all affected financial assets.

(1) Financial assets measured at amortized cost

Financial assets are measured at post-amortized cost when they simultaneously meet the following conditions and are not specified to be measured at fair value through profit or loss:

‧The financial asset is held under a business model for the purpose of collecting contractual cash flow.

‧The cash flow generated by the terms of the contract on the financial asset at the specified date is solely for the payment of the principal and the interest on the outstanding principal amount.

The cumulative amortization of such assets is subsequently calculated by the effective interest method plus or minus the original amount recognized, and the amortized cost of any loss allowance is adjusted. Interest income, foreign exchange gains and losses and impairment losses are recognized as gains and losses. When derecognized, the profit or loss shall be included in the profit or loss.

(2)Financial assets measured at FVTOCI

When the debt instrument investment simultaneously meets the following conditions and is not specified to be measured at fair value through profit and loss, it is measured at fair value through other consolidated profit and loss:

‧The financial asset is held under a business model for the purpose of collecting contractual cash flow and selling.

‧The cash flow generated by the terms of the contract on the financial asset at the specified date is solely for the payment of the principal and the interest on the outstanding principal amount.

The Consolidated Company may, at the time of its original recognition, irrevocably choose to report the subsequent changes in the fair value of its non-tradable equity instrument investments to other consolidated profits and losses. The foregoing selection is made on an item-by-item tool basis.

Debt instrument investors are measured by fair value afterwards. Interest income, foreign exchange gains and losses and impairment losses calculated by the effective interest method are recognized as gains and losses, while the remaining net gains or losses are recognized as other comprehensive income. When discounting, the accumulated amount of other comprehensive income shall be reclassified into comprehensive income.

Equity instrument investors are measured by fair value afterwards. Dividend income (unless it clearly represents the recovery of a portion of the investment cost) is recognized as a profit or loss. The remaining net benefits or losses are recognized as other comprehensive income and are not reclassified into gains and losses.

156

Notes to the Consolidated Financial Statements of Lotes Co., Ltd. and Subsidiaries

Dividend income from equity investments is recognized on the date (usually ex-dividend date) when the Consolidated Company becomes entitled to receive dividends.

(3) Financial assets measured at FVTPL

Financial assets that are not measured at fair value at the above amortized cost or through other comprehensive income are measured at fair value through gains and losses, including derivative financial assets. The Consolidated Company may, at the time of its original recognition, irrevocably designate financial assets that meet the criteria of measuring at fair value according to the amortized cost or through other comprehensive income as financial assets measured at fair value through gains and losses in order to eliminate or substantially reduce improper accounting matching.

Such assets are subsequently measured at fair value and their net gains or losses (including any dividends and interest income) are recognized as gains or losses.

(4) Business model evaluation

The purpose of the Consolidated Company is to assess the business model of holding financial assets at a portfolio level, which best reflects the way of operation and management and the way of providing information to management. The following information is considered:

·The portfolio policies and objectives described and the operation of such policies. Including whether the management’s strategy is to focus on earning contractual cash flow, maintaining a certain portfolio of interest rates, matching the duration of financial assets with the duration of the relevant liabilities or anticipated cash outflows, or achieving cash flow through the sale of financial assets.

·Performance of the business model and how the financial assets held under the business model are evaluated and reported to the principal managers of the business.

·Risks that affect the performance of the business model (and the financial assets held under the business model) and the manner in which such risks are managed.

·The frequency, amount and timeliness of previous sales of financial assets, the reasons for such sales and the expectation of future sales.

The transfer of a financial asset to a third party for the above business purposes that does not meet the exclusion criteria is not a sale as described above, consistent with the purpose for which the merged Consolidated Company continues to recognize the asset. Financial assets held for trading and managed and evaluated for performance on a fair value basis are measured at fair value through profit and loss.

  • (5) Evaluate whether the cash flow of the contract is fully the interest on the payment of the principal and the amount of outstanding principal

For evaluation purposes, the principal is the fair value of the financial asset at the time of its original recognition, and the interest is made up of the following considerations: the time value of money, the credit risk associated with the amount of outstanding principal in circulation during a particular period, and other basic lending risks and costs and profit margins.

To evaluate whether the contract cash flow is fully interest on the principal and the outstanding principal amount, the Consolidated Company considers the terms of the financial instrument contract, including whether the financial asset contains a contract term that can change the point or amount of the cash flow of the contract, causing it to fail to meet this condition. In the evaluation, the Consolidated Company considers:

·Any contingencies that change the timeliness or amount of the cash flow of the contract;

·The terms of the coupon rate may be adjusted, including the nature of the variable rate;

·The nature of prepayment and extension; and

·Claims of the Consolidated Company are limited to cash flow terms derived from specific assets (e.g. non-recourse nature).

  • (6) Impairment of financial assets

For the financial assets measured at the amortized cost after (including cash and about when cash, notes receivable, accounts receivable, other receivables, refundable deposit, and other financial assets, etc.), through the other comprehensive income measured at fair value, the debt instruments of investment assets and contract of expected loss, the Consolidated Company recognizes the allowance for credit losses. The following financial assets are measured against losses according to the expected credit loss amount of 12 months, and the rest are measured according to the

157

Notes to the Consolidated Financial Statements of Lotes Co., Ltd. and Subsidiaries

expected credit loss amount of the existing period:

‧Determine that the credit risk of the debt securities at the reporting date is low; and ‧The credit risk of other debt securities and bank deposits (i.e. the risk of default during the expected life of financial instruments) has not increased significantly since the original recognition.

The loss allowance for accounts receivable and contract assets is measured in terms of the expected credit loss during the period of existence.

In determining whether credit risk has increased significantly since the initial recognition, the Consolidated Company considers reasonable and verifiable information (available at no excessive cost or investment), including qualitative and quantitative information, as well as analysis based on the Consolidated Company’s historical experiences, credit assessment and forward-looking information.

The Consolidated Company shall be deemed to be in default of the financial asset if the debtor of the contract payment is unlikely to meet his credit obligations to make the full payment to the Consolidated Company.

Expected credit loss during the life of a financial instrument refers to the expected credit loss arising from all possible defaults during the life of the financial instrument.

Twelve-month expected credit loss refers to the expected credit loss arising from the possible default of the financial instrument within twelve months after the date of the report (or a shorter period, if the expected duration of the financial instrument is shorter than twelve months).

The longest contract period during which the expected credit loss is measured is the longest contract period during which the Consolidated Company is exposed to credit risk.

The expected credit loss is the probabilistic weighted estimate of the credit loss during the expected life of the financial instrument. Credit losses are measured in terms of the present value of all cash shortfalls, the difference between the cash flows that the Consolidated Company can collect under the contract and the cash flows that the Consolidated Company expects to collect. The expected credit loss is discounted at the effective interest rate of the financial asset.

On each reporting date, the Consolidated Company evaluates whether there is a credit impairment in the debt securities on which financial assets are measured at after-amortized cost and on which fair value is measured through other comprehensive income. When one or more events have occurred that adversely affect the estimated future cash flow of a financial asset, the financial asset has suffered a credit impairment. Evidence of credit impairment of financial assets includes observable information relating to:

·Major financial difficulties of the borrower or issuer;

·Default, such as delay or delay beyond a specified period;

·For economic or contractual reasons related to the borrower’s financial difficulties, the merged Consolidated Company gives the borrower concessions that the borrower would not have considered;

·The borrower is likely to file for bankruptcy or other financial restructuring; or

·The active market for the financial asset disappears due to financial difficulties.

The loss allowance for a financial asset measured at its amortized cost is deducted from the carrying amount of the asset. The allowance for losses on debt instrument investments is measured at fair value through other comprehensive income. It is adjusted and recognized as other comprehensive income (without reducing the carrying amount of the assets).

When the Consolidated Company cannot reasonably expect to recover the financial assets as a whole or in part, it will directly reduce the total book amount of its financial assets. For the Company, the Consolidated Company shall analyze the date and amount of the write-off on the basis of whether it is reasonable to expect recovery. The Consolidated Company does not expect a significant reversal of the write-off. However, financial assets that have been written off may still be enforced to comply with the procedures of the Consolidated Company for recovering overdue amounts. (7) Financial assets derecognition

When the Consolidated Company terminates the contractual rights from the cash flow of such assets or has transferred the financial assets and almost all risks and returns of the asset ownership have been transferred to other enterprises, the financial assets

158

Notes to the Consolidated Financial Statements of Lotes Co., Ltd. and Subsidiaries

shall be derecognized.

Transactions in which the Consolidated Company enters into transfers of financial assets that retain all or substantially all of the risks and rewards of ownership of the transferred assets continue to be recognized on the balance sheet.

  1. Financial liabilities and equity instruments

(1) Classification of liabilities or equity

Debt and equity instruments issued by the Consolidated Company are classified as financial liabilities or equity based on the substance of the contractual agreements and the definitions of financial liabilities and equity instruments. (2) Equity transactions

An equity instrument is any contract that evidences a residual interest in the assets of the Consolidated Company after deducting all of its liabilities. Equity instruments issued by the Consolidated Company are recognized at the amount of the consideration received less direct issue costs.

(3) Compound financial instruments

The number of shares issued does not vary with the change in fair value of the compound financial instruments, which are convertible bonds (denominated in New Taiwan dollars) that the holders have the option to convert to equity.

The original recognition amount of the liability component of a compound financial instrument is measured at the fair value of a similar liability excluding the equity conversion rights. The original recognition amount of the equity component is measured as the difference between the fair value of the compound financial instrument as a whole and the fair value of the liability component. Any directly attributable transaction costs are allocated to the liability and equity components in proportion to the carrying amounts of the original liability and equity.

After initial recognition, the liability component of a compound financial instrument is measured at amortized cost using the effective interest method. The equity component of a compound financial instrument is not remeasured after initial recognition.

Interest related to financial liabilities is recognized as profit or loss. Financial liabilities are reclassified to equity upon conversion, and no gain or loss is recognized upon conversion.

(4) Financial liabilities

Financial liabilities are classified as amortized costs or measured at fair value through profit or loss. Financial liabilities which are held for trading, derivatives or specified at the time of their original recognition are classified as being measured at fair value through profit or loss. Financial liabilities, measured at fair value through profit and loss, are measured at fair value, and the associated net benefits and losses, including any interest expense, are recognized as profit and loss.

The effective subsequent interest method for other financial liabilities is measured at the amortized cost. Interest expenses and exchange gains and losses are recognized as gains and losses. Any benefit or loss at the time of discounting is also considered as profit or loss.

(5) Derecognition of financial liabilities

The Consolidated Company derecognizes financial liabilities when contractual obligations have been fulfilled, cancelled or matured. When the terms of a financial liability are modified and the cash flows of the modified liability differ materially, the original financial liability is derecognized and a new financial liability is recognized at fair value based on the modified terms.

When derecognizing financial liabilities, the difference between carrying amount and the sum of paid or payable considerations (including any transferred non-cash capital or assumed liabilities) shall be recognized as gains and losses.

(6) Offset between financial assets and liabilities

Financial assets and financial liabilities can be offset with each other and represented on the balance sheet with net value only when the Consolidated Company has legal rights to offset and has the intention to deliver with net value as well as realize capital and liquidate the liabilities.

  1. Derivative financial instruments

The Consolidated Company holds derivative financial instruments to avoid foreign currency and interest rate risks. Embedded derivatives are separated from the main

159

Notes to the Consolidated Financial Statements of Lotes Co., Ltd. and Subsidiaries

contract when specific conditions are met and the main contract is not a financial asset. Derivative instruments are initially recognized at fair value and subsequently measured at fair value, and the resulting gain or loss is recognized directly in profit or loss.

(8) Inventory

Inventory shall be measured with the lower of the costs and net realizable value. The costs include the acquisition, production and processing costs enabling them to arrive at the available places and status and other costs, which are calculated according to the standard cost method, and priced at cost transferring according to weighted mean method. The costs of the inventory of finished products and products in process include the manufacturing costs amortized based on normal production capacity according to proper percentage.

Net realizable value refers to the estimated prices under normal operation deducting estimated costs to be needed for estimated completion and estimated costs to be needed for completing selling.

  • (9) Property, plant and equipment

  • Recognition and measurement

Items of property, plant and equipment are measured at cost, including capitalized borrowing costs, less accumulated depreciation and any accumulated impairment. Significant components of property, plant and equipment are treated as separate items (major components) when they have different life cycles.

Gain or loss on disposal of property, plant and equipment is recognized in profit or

loss.

2. Subsequent costs

Subsequent expenses are capitalized only when it is probable that future economic benefits will flow into the Consolidated Company.

3. Depreciation

Depreciation is calculated based on the cost of the asset less its residual value and is recognized in profit or loss using the straight-line method over the estimated useful life of each component.

The land is not subject to depreciation.

The estimated useful lives for the current and comparative periods are as follows: (1) Buildings 20-40 years

(2) Machinery 2-10 years

(3) Other equipment 2-10 years

The Consolidated Company reviews the method of depreciation, durability and residual value at each reporting date and makes appropriate adjustment as necessary.

  1. Reclassification to investment real estate

When real property for own use is reclassified to investment property, the real property is reclassified to investment property based on its carrying amount at the time of change of use.

(10) Investment property

Investment real estate means real property held for the purpose of earning rent or asset appreciation, or both, rather than for the purpose of production, provision of goods or services, or for administrative purposes. Investment real estate is originally measured by cost, and later measured by cost minus accumulated depreciation and accumulated impairment. The depreciation method, durable life and residual value shall be treated in accordance with the provisions of real estate, plant and equipment.

The disposal interest or loss of the investment real estate (calculated at the difference between the net disposal price and the account amount of the project) shall be recognized as the profit or loss.

The rental income of investment real estate is recognized as other income in the straight-line method during the lease term. The incentive to lease is recognized as part of the rental income during the lease term.

(11) Leasing

The Consolidated Company shall assess whether the contract is a lease or includes a lease on the date of formation of the contract. If the contract transfers control over the use of the identified assets for a period of time in exchange for consideration, the contract shall be a lease or includes a lease.

1. The lessee

The Consolidated Company recognize the right-of-use assets and lease liabilities on the beginning date of the lease. Right-of-use assets are originally measured in terms of

160

Notes to the Consolidated Financial Statements of Lotes Co., Ltd. and Subsidiaries

cost, which includes the original measured amount of lease liabilities, adjusts the lease beginning date or before payment of any rent payment, and the initial direct costs, and applied to removing the asset and restoring its location or the estimated cost of the underlying assets. It minuses the charge of any lease incentives at the same time.

Depreciation of right-of-use assets following the commencement of the lease shall be carried out by the straight-line method at the end of the useful life of right-of-use assets or earlier at the end of the lease term. In addition, the Consolidated Company will periodically evaluate whether there is any loss of right-of-use assets and deal with any loss that has occurred, and adjust the right-of-use assets in the case of lease liabilities.

Lease liabilities are defined as the present value of lease benefits not yet paid at lease commencement date. If the implied lease rate is easy to determine, the discount rate will be that rate, and if not, the incremental borrowing rate of the Consolidated Company will be used. Generally speaking, the Consolidated Company adopts its incremental borrowing rate as the discount rate.

Lease benefits measured in lease liabilities include:

(1) fixed payments, including substantive fixed payments;

  • (2) depending on the variation of a certain index or rate of rent payment, the index or rate on the commencement date of the lease shall be used as the original measurement;

(3) the guaranteed amount of salvage value expected to be paid; and

(4) the price at which the option to exercise the option to purchase or terminate the lease will be reasonably determined or the penalty to be paid. Lease liabilities is then calculated using effective interest method, and the amount was measured when:

(1) changes in the index or rate used to determine lease payments result in

changes in future lease payments;

(2) the guaranteed amount of the residual value expected to be paid has changed;

(3) the evaluation of the underlying asset purchase option has changed;

(4) the estimate of whether to exercise the option of extension or termination has changed, which leads to the change of the assessment of the lease period;

(5) modification of the subject matter, scope or other terms of the lease. Lease liabilities are remeasured due to the aforementioned changes in the index or rate used to determine lease payments, changes in the residual value guarantee amount, and changes in the evaluation of purchases, extensions or termination options, the book value of right-of-use assets should be adjusted accordingly. When the book value of right-of-use assets is reduced to zero, the remaining re-measured amount is recognized in profit or loss.

For the tease modifications about the reduced coverage, the book amount of right-of-use assets will be reduced to reflect partial or total termination of Lease, and the difference between Lease assets and Lease assets will be included in the profit and loss.

The Consolidated Company will express the right-of-use assets and lease liabilities that do not conform to the definition of investment real estate in the form of single line items in the balance sheet.

  1. The lessor

The transaction in which the Consolidated Company is a lessor shall be classified as a financial lease or an operating lease on the date of establishment of the lease, depending on whether or not the lease contract is transferred to almost all the risks and rewards attached to the ownership of the underlying asset. In the evaluation, the Consolidated Company shall consider certain indicators, including whether the lease term covers the principal part of the underlying asset’s economic life.

If the Consolidated Company is a sublease lessor, it will handle the master lease and the sublease transaction respectively and evaluate the sublease transaction classification based on the right-of-use assets generated from the master lease. If the principal lease is a short-term lease and a recognition waiver is applicable, the sublease transaction shall be classified as an operating lease.

  • (12) Intangible assets

1. Recognition and measurement

Computer software acquired by the Consolidated Company is measured at cost less

161

Notes to the Consolidated Financial Statements of Lotes Co., Ltd. and Subsidiaries

accumulated amortization and accumulated impairment.

2. Subsequent expenditure

The subsequent expenditure can be capitalized only when they can increase the future economic benefits of relevant specific assets, and all of other expenditures are recognized as gains and losses when they occur, including the expenses for developing reputation and brand establishing.

3. Amortization

Amortization is calculated based on the cost of the asset less its estimated residual value and is recognized in profit or loss using the straight-line method over the estimated useful lives of the Intangible assets, from one to five years from the time the assets reach a ready-for-use condition.

The Consolidated Company reviews the amortization method, useful life and residual value of Intangible assets at each reporting date and makes appropriate adjustments as necessary.

(13) Non-financial asset impairment

At each reporting date, the Consolidated Company assesses whether there is any indication that the carrying amount of non-financial assets (other than inventories, deferred income tax assets) may be impaired. If any indication exists, the recoverable amount of the asset is estimated.

For the purpose of impairment testing, cash inflows that are largely independent of other individual assets or groups of assets are treated as the smallest identifiable group of assets.

The recoverable amount is the higher of the fair value less costs to dispose of the individual asset or cash-generating unit or its value in use. If the recoverable amount of an individual asset or cash-generating unit is less than its carrying amount, an impairment loss is recognized. An impairment loss is recognized immediately in profit or loss and is reduced first by the carrying amount of goodwill amortized on the cash-generating unit and then by the carrying amount of each other asset in the unit in proportion to its carrying amount.

Non-financial assets other than goodwill are reversed only to the extent that they do not exceed the carrying amount (net of depreciation or amortization) that would have been determined had no impairment loss been recognized for the asset in prior years.

(14) Provision for liabilities

Provisions are recognized as present obligations due to past events that make it probable that the Consolidated Company will need to expend economically efficient resources in the future to settle the obligation and the amount of the obligation can be reliably estimated.

The amount recognized in Provisions takes into account the risks and uncertainties of the obligation and is the best estimate of the payments required to settle the obligation at the end of the reporting period. If Provisions is measured at the estimated cash flows to settle this realistic obligation, the carrying amount is the present value of those cash flows.

(15) Income recognition

Revenue from customer contracts

Income is measured in consideration for the expected entitlement to transfer goods or services. The Consolidated Company recognizes revenue from the transfer of control of goods or services to the customer in order to meet its performance obligations.

The Consolidated Company manufactures electronic components and sells them to manufacturers in the electronics industry. The Consolidated Company recognizes revenue at the time of the transfer of control over the products. Control transfer of the product means that the product has been delivered to the customer and the customer can fully determine the sales channel and price of the product, and there is no failure to fulfill obligations that would affect the customer’s acceptance of the product. Delivery occurs when the product is shipped to a specific location, the risk of obsolescence and loss has been transferred to the customer, the customer has accepted the product in accordance with the sales contract, the acceptance terms have expired, or the Consolidated Company has objective evidence that all acceptance conditions have been met.

The Consolidated Company recognizes revenue on the basis of the net amount of the estimated discount deducted from the contract price, the amount of which is estimated based on past experiences, and only to the extent that there is a high probability that no significant turnaround will occur. As of the date of the report, the sales will expect to pay the customer for the discount, which is refunded as refund liabilities. The average credit period of sales is one hundred twenty days to one hundred fifty days, which is consistent with the practice of

162

Notes to the Consolidated Financial Statements of Lotes Co., Ltd. and Subsidiaries

the same trade, so no financing elements are included.

The Consolidated Company shall recognize accounts receivable at the time of delivery of the goods, as the Consolidated Company shall have the right to receive unconditional consideration at that time.

The time between the transfer of goods or services from all customer contracts to the customer and the time between the customer’s payments for the goods or services is expected to be no more than one year, so the Consolidated Company does not adjust the time currency value of the transaction price.

  • (16) Employee benefits

1. Defined contribution plan

The contribution obligation of the defined contribution pension plan is recognized as an expense in the period in which the employees render service to the Company.

  1. Defined benefit plan

The Consolidated Company’s net obligation to a defined benefit plan is measured by discounting the present value of future benefits earned by the employee’s current or prior period of service, less the fair value of the plan assets.

The defined benefit obligation is actuated annually by a qualified actuary using the projected unit benefit method. When the results of the calculation are probable to be favorable to the Consolidated Company, an asset is recognized to the extent of the present value of any economic benefits that may be obtained by returning a contribution from the plan or reducing future contributions to the plan. Any minimum funding requirement is taken into account in calculating the present value of economic benefits.

The remeasurement of the net defined benefit obligation, including actuarial gains and losses, compensation for plan assets (excluding interest), and any change in the impact of asset limits (excluding interest) is recognized immediately in other comprehensive income and accumulated in retained earnings. The Consolidated Company determines net interest expense (income) for net defined benefit liabilities (assets) using the net defined benefit liabilities (assets) and discount rate determined at the beginning of the annual reporting period. Net interest expense and other costs for defined benefit plans are recognized in profit or loss.

When a plan is revised or curtailed, changes in benefits related to prior period service costs or curtailment gains or losses are recognized immediately in profit or loss. The Consolidated Company recognizes gain or loss on the settlement of defined benefit plans when settlement occurs.

3. Short-term employee benefits

Short-term employee benefit obligations are recognized as an expense when services are provided. If the Consolidated Company has a present legal or constructive obligation to pay for services rendered by employees in the past and the obligation can be estimated reliably, the amount is recognized as a liability.

(17) Share-based payment transactions

Equity-settled share-based payment agreements recognize an expense and increase relative equity over the vesting period of the award at the grant date fair value. The expense recognized is adjusted for the number of awards that are expected to qualify for the service condition and the non-market vesting condition, and the final amount recognized is measured based on the number of awards that qualify for the service condition and the non-market vesting condition on the vesting date.

The non-vested conditions regarding share-based payment awards are reflected in the measurement of the fair value of the share-based payment awards at the date of grant and no adjustment is required to be made to verify the difference between the expected and actual results.

The fair value amount of the share appreciation rights payable to employees for cash settlement is recognized as an expense and an increase in the relative liability in the period in which the employees reach the point where they can receive unconditional compensation. The liability is remeasured at the fair value of the share appreciation rights at each reporting date and settlement date, and any change is recognized in profit or loss.

(18) Income tax

Income taxes include current and deferred income tax asset. Except those related to enterprise consolidation and items directly recognized as equities or other comprehensive income, Current tax and deferred income tax asset shall be recognized as gains and losses. Current taxes include expected payable income taxes or receivable tax rebates of the

163

Notes to the Consolidated Financial Statements of Lotes Co., Ltd. and Subsidiaries

annual taxation (losses) calculated according to the legal tax rate or substantial legal tax rate on the report day, and any unappropriated retained earnings plus 10% income tax recognized as tax expense in the shareholders meeting resolution year calculated according to the adjustments to the payable income taxes in the previous year and the provisions of income tax laws.

Deferred income tax assets are measured and recognized according to the temporary difference between the carrying amount and taxation basis of assets and liabilities with financial report objectives. In case of any of the following situations, the temporary differences will not be recognized as deferred income tax assets:

  1. Those do not belong to the assets or liabilities originally recognized in the transaction of enterprise consolidation, and not influencing accounting profits and taxation incomes (losses) during the transaction.

  2. Those generated due to investment subsidiary company and joint equities and likely to not to be returned in the foreseeable future.

  3. Original recognition of business reputation

Deferred income tax assets are recognized for unused tax losses and unused income tax credits in subsequent periods to the extent that it is probable that future taxable income will be available against which the temporary differences can be deducted. Deferred income tax assets are reassessed at each reporting date and reduced to the extent that it is not probable that the related income tax benefit will be realized, or to the extent that it becomes probable that sufficient taxable income will be available to allow the reversal of the original reduction.

Deferred income tax assets are measured according to the tax rate in the current period when the expected capital is realized or liabilities are liquidated and based on the legal tax rate or substantial legal tax rate on the report day.

  • Only when the Consolidated Company shall meet the following conditions at the same

  • time, can the deferred income tax assets and deferred tax liabilities offset with each other: 1. Having the legal execution right to make the current income tax assets and the current tax liabilities offset with each other: and

  • Deferred income tax assets and deferred tax liabilities are related to one of the subjects of tax payment from which the same tax authority levies income tax;

    • (1) Same subject of tax payment; or

    • (2) Different subjects of tax payment, but all subjects intend to liquidate the current tax liabilities and assets based on net amount or at the same time realize assets and liquidate liabilities in each of the future periods when deferred income tax assets of major amounts are expected to be recovered and deferred tax liabilities expected to be liquidated.

  • (19) Business combination

Goodwill is measured at the fair value of the consideration transferred at the date of acquisition, including the amount of any non-controlling interest attributable to the acquiree, less the net amount of identifiable assets acquired and liabilities assumed (usually the fair value). If the resulting balance is negative, the Consolidated Company reassesses whether all assets acquired and liabilities assumed have been correctly identified before recognizing gain recognized in bargain purchase transaction in profit or loss.

Transaction costs associated with a business combination, except for those related to the issuance of debt or equity instruments, are recognized as expenses of the Consolidated Company immediately upon incurrence.

Non-controlling interest of the acquiree, which is a present ownership interest and the holder of which is entitled to a proportionate share of the net assets of the enterprise at the time of liquidation, is measured at fair value at the acquisition date or at the present ownership instrument's proportionate share of the recognized amount of the acquiree's identifiable net assets, at the option of the Consolidated Company, on a transaction by transaction basis. Other non-controlling interests are measured at their fair values on the acquisition date or on other bases as prescribed by IFRSs recognized by the FSC. (20) Earnings per share

The Consolidated Company lists the basic and diluted earnings per share of holders of common stock equity of the Company. The basic earnings per share of the Consolidated Company shall be calculated with the gains and losses of the holders of common stock equity of the Company divided by the weighted mean of current outstanding common shares. Diluted earnings per share shall be calculated after adjusting the influence of all potential diluted common shares of the gains and losses of the holders of common stock equity of the

164

Notes to the Consolidated Financial Statements of Lotes Co., Ltd. and Subsidiaries

Company and the weighted mean of current outstanding common shares. The potential diluted common shares of the Consolidated Company include convertible corporate bonds and stock options for employees.

(21) Segmental Information

An operating segment is a component of the Consolidated Company that engages in operating activities that may earn revenues and incur expenses, including revenues and expenses related to transactions with other components of the Consolidated Company. The operating results of all operating segments are reviewed regularly by the Consolidated Company's chief operating decision maker to make decisions about the allocation of resources to the segment and to evaluate its performance. Separate financial information is available for each operating segment.

V. Primary Sources of Major Accounting Judgment, Estimate and Assumption Uncertainties

Management is required to make judgments, estimates and assumptions in preparing the Consolidated Financial Statements in accordance with Guidelines Governing the Preparation of Financial Reports by Securities Issuers and IFRSs approved by the FSC that will affect the adoption of accounting policies and the reported amounts of assets, liabilities, revenue and expenses. Actual results may differ from estimates.

The management authority continuously inspects the estimate and basic assumption, and accounting changes are recognized during the period of changes and the period of future to be influenced.

The following assumptions and estimates are subject to significant risks of material adjustments to the carrying amounts of assets and liabilities in the next financial year, and the related information is as follows:

Inventory evaluation

Since inventory must be measured at the lower of cost or net realizable value, the Consolidated Company estimates the reported amount of inventory due to normal wear and tear, obsolescence, or no market sale value daily and reduces the cost of inventory to net realizable value. The net realizable value of inventories may change significantly due to rapid changes in the industry and the introduction of new products. Please refer to Note VI (4) for the inventory assessment.

VI. Descriptions for Important Accounting Items

(1) Cash and cash equivalents


ssment.
riptions for Important Accounting Items
Cash and cash equivalents

Petty cash
Checks and demand deposits
Time deposits
Cash and cash equivalents listed on the Statement of Cash
Flows
Dec. 31, 2021
$ 5,227
2,554,367
743,468

$
3,303,062

Dec. 31, 2020
2,139
2,169,311
777,962
2,949,412

Disclosures of interest rate risks and sensitivity analysis on financial assets and liabilities of the Consolidated Company are seen in Note VI (27).

(2) Financial assets

1. Financial assets measured at FVTPL

Financial assets mandatorily measured at FVTPL:
Current:
Non-hedging derivatives
Forward exchange contracts
Financial products
Non-derivative financial assets
Shares of listed ("OTC") companies
Subtotal
Non-current
Non-hedging derivatives
Dec. 31, 2021
$ 223
62,164
91,737
Dec. 31, 2020

6,180

-

116,780

154,124



122,960

165

Notes to the Consolidated Financial Statements of Lotes Co., Ltd. and Subsidiaries

Embedded derivatives—right of redemption
Total
3,370
-
$
157,494
122,960

Please refer to Note VI (14) for the disclosure of embedded derivatives of the convertible bonds issued by the Consolidated Company.

The Consolidated Company accounts for the financial products it undertakes on the basis of the subscription amount at the time of original recognition. The revenue is calculated on a daily basis based on the balance of the financial products account and the applicable performance basis, and the revenue is recognized as a quarterly dividend. Please refer to Note VI (27) for the amount recognized in profit or loss based on fair value remeasurement.

The Consolidated Company engages in derivative financial instruments to hedge its exposure to exchange rate risk arising from operating activities. The breakdown of derivative instruments reported as financial assets measured at FVTPL for non-applicable hedge accounting is as follows:



Financial assets
Dec. 31, 2021 Dec. 31, 2021

Contract principal
(NT$ 1,000)
USD
2,000


Maturity
Forward exchange contracts



Financial assets

Contract principal
(NT$ 1,000)
USD
3,000


Maturity
Forward exchange contracts
"
"
"
"
"
"
"
"
"
"
"
"
"
"


2021.01.08
2021.01.11
2021.01.12
2021.01.20
2021.01.22
2021.01.28
2021.02.09
2021.02.18
2021.02.19
2021.02.23
2021.02.24
2021.02.26
2021.03.10
2021.03.15
2021.03.23

USD
4,000

USD
2,000

USD
9,000

USD
2,000

USD
4,000

USD
5,000

USD
2,000

USD
2,000

USD
2,000

USD
9,000

USD
4,000

USD
6,000

USD
4,400

USD
2,000

2. Financial assets measured at FVTOCI

Equity instruments measured at FVTOCI:
Current:
Domestic unlisted (or OTC) stock -
AICP
Technology Corporation
Non-current:
Domestic listed stock - Chailease Finance Co.,
Ltd.
Domestic unlisted (or OTC) stock—SteadyBeat
Technology Corporation
Domestic unlisted (or OTC) stock—G-sau Co.,
Ltd
Subtotal
Total
Dec. 31, 2021
$ 1,456

20,503
8,545
955
Dec. 31, 2020
2,016
20,120
-
-
20,120
22,136
30,003

$
31,459

The Consolidated Company’s investments in these equity instruments are not held for trading purposes and have been designated as measured at FVTOCI.

The Consolidated Company has no dividend income from equity instruments measured at FVTOCI as listed above for the year 2021 and 2020.

166

Notes to the Consolidated Financial Statements of Lotes Co., Ltd. and Subsidiaries

On May 8, 2020, due to the consideration of asset allocation and adjustment of investment portfolio to diversify risks, the Consolidated Company sold KUANG YING COMPUTER EQUIPMENT CO., LTD. which was designated to be measured at fair value through other comprehensive income, and the fair value at the time of disposal was $4,860 thousand and the accumulated loss on disposal was $10,140 thousand, therefore, the aforementioned accumulated loss on disposal was transferred from other equity to retained earnings.

As of December 31, 2021 and 2020, none of the Consolidated Company’s financial assets had been pledged as collateral.

(3) Notes receivable, accounts receivable and other receivables


Notes receivable
Accounts receivable
Other receivables
Less: provisions

Dec. 31, 2021
$ 61,292
8,754,191
462,226
(20,472)
$
9,257,237
Dec. 31, 2020

54,105

6,852,928

359,009
(14,029)
7,252,013

For the changes in the provisions for notes and accounts receivable for the years 2021 and 2020, please refer to Note VI (24) 1. (3) Statement of Impairment Losses. (4) Inventory


Merchandises
Finished goods
Work in process
Raw materials
Dec. 31, 2021
$ 1,053,144
1,287,744
1,008,724
741,775
$
4,091,387
Dec. 31, 2020

773,548

676,044

695,361
414,075
2,559,028

The Consolidated Company’s inventory as of December 31, 2021 and 2020 including allowance for inventory losses are NT$372,177 thousand dollars and NT$295,528 thousand dollars respectively.

The Consolidated Company recognized inventory-related expenses (gain) as follows:

Cost of goods sold
Downtime costs
Inventory valuation and disposal loss
Total
2021
$ 12,742,203
-
92,408
$
12,834,611
2020

10,222,310
90,799
48,028
10,361,137

As of December 31, 2021 and 2020, the Consolidated Company’s inventories were not pledged as security.

  • (5) Changes in ownership interests in subsidiaries

  • Acquisition of subsidiaries

    • (1) Zhongshan Jinmeida Metal Surface Treatment Co., Ltd.

The Consolidated Company acquired substantive control over Zhongshan Jinmeida Metal Surface Treatment Co. ("Jinmeida"), a surface treatment company for hardware and plastic parts. The acquisition of control over Jinmeida will enable the Consolidated Company to expand its plating capacity for the production of connectors.

For the period from the acquisition date to December 31, 2021, the revenue and net loss contributed by Jinmeida were $0 thousand and $889 thousand, respectively. If this acquisition had occurred on January 1, 2021, management estimates that the revenue and net income of the Consolidated Company would have been $21,391,917 thousand and $3,518,267 thousand, respectively, for the period. These amounts do not reflect the actual revenue and operating results that the Consolidated Company would have generated if the business combination had been completed at the beginning of the year in which the acquisition occurred, and should not be used as a forecast of future operating results.

Costs incurred in connection with this acquisition transaction were recognized in the consolidated statement of income under the heading "administration expense". The major categories of the consideration transferred, the assets acquired and liabilities assumed at the date of acquisition and the amounts recognized are as follows. A. Net cash outflow from acquisition of subsidiaries Consideration paid in cash $ 96,793

167

Notes to the Consolidated Financial Statements of Lotes Co., Ltd. and Subsidiaries

B. Identifiable assets acquired and liabilities assumed

. Identifiable assets acquired and liabilities assumed . Identifiable assets acquired and liabilities assumed
The fair values of the identifiable assets acquired and liabilities assumed at the
date of acquisition were as follows:
Right-of-use assets
$ 96,875
Other payables
Fair value of identifiable net assets
$ (82)
96,793

The Consolidated Company will keep the above matters under review during the measurement period. If new information becomes available within one year of the acquisition date regarding facts and circumstances existing at the acquisition date that would identify adjustments to the provisional amounts described above or any additional provisions for liabilities existing at the acquisition date, the accounting for the acquisition will be modified.

(2) Genie Precision Machine Co., Ltd.

On May 13, 2020, the Consolidated Company acquired control of Genie Precision Machine Co., Ltd. (GPM) by acquiring 63.93% of the shares of GPM, an ultra-precision optical and automation equipment manufacturer, and the acquisition of control of GPM will enable the Consolidated Company to expand its automotive electronics operations.

For the period from the acquisition date to December 31, 2020, the revenue and net income contributed by GPM were NT$220,334 thousand and NT$21,514 thousand, respectively. If the acquisition had occurred on January 1, 2020, management estimates that the Consolidated Company's revenue from January 1, 2020 to December 31, 2020 would have been NT$17,390,647 thousand and net income would have been NT$2,845,280 thousand. These amounts do not reflect the actual revenue and results of operations of the Consolidated Company if the business combination were to be completed on the commencement date of the year of acquisition and shall not be used as a forecast of future results of operations.

Costs incurred in connection with this acquisition transaction were recognized under “administrative expenses” in the Consolidated Statement of Comprehensive Income.

The major categories of the consideration transferred, the assets acquired, and liabilities assumed at the date of acquisition and the amounts recognized are as follows: A. Net cash used in acquisition of subsidiaries


. Net cash used in acquisition of subsidiaries
Consideration paid in cash
Less: Balance of cash and cash equivalents acquired
$ 78,533
(18,886)

$
59,647

B. Identifiable assets acquired and liabilities assumed

. Identifiable assets acquired and liabilities assumed . Identifiable assets acquired and liabilities assumed
The fair values of the identified assets acquired and liabilities assumed at the
date of acquisition are as follows:
Current assets
Cash and cash equivalents $
18,886
Financial assets measured at amortized cost 5,009
Notes receivable, accounts receivable and other receivables 116,145
Inventory 144,150
Other current assets 12,297
Non-current assets
Property, plant and equipment 214,258
Intangible assets 1,054
Deferred tax assets 6,190
Other non-current assets 53,033
Current liabilities
Short-term loans (36,680)
Contract liabilities - current (34,282)
Notes payable, accounts payable and other payables (142,001)
Income tax liabilities for the period - current (7,955)
Long-term loans due within one year (29,491)
Other non-current liabilities - other (1,097)

168

Notes to the Consolidated Financial Statements of Lotes Co., Ltd. and Subsidiaries

Non-current liabilities
Long-term loans
Other non-current liabilities
Fair value of identifiable net assets
(100,053)
(76,191)

$
143,272

The fair value of receivables (mainly accounts receivable) and the total contract amount were both $116,145 thousand, and there were no unrecoverable contractual cash flows expected at the date of acquisition.

The Consolidated Company will review the above matters on an ongoing basis during the measurement period. If, within one year of the acquisition date, new information becomes available regarding facts and circumstances existing at the acquisition date that would identify an adjustment to the provisional amount described above or any additional provision for liabilities existing at the acquisition date, the accounting for the acquisition will be modified.

C. Gain recognized in bargain purchase transaction


The gain recognized in bargain purchase transaction for
follows:
Consideration transferred
Add: Non-controlling interests
Less: Fair value of identifiable net assets
Gain recognized in bargain purchase transaction
acquisition is as
$ 78,533
51,684
(143,272)

$
(13,055)

The Consolidated Company's gain of NT$13,055 thousand from the acquisition of GPM is reported in “gain recognized in bargain purchase transaction” in the Consolidated Statement of Comprehensive Income.

2. Acquisition of additional equity interests in subsidiaries

On July 23, 2021, the Consolidated Company invested $5,471 thousand in cash in Lerain Technology Co., Ltd., increasing its interest in Lerain Technology Co., Ltd. by 1.62%.

The effect of the change in the Consolidated Company's ownership interest in the subsidiaries listed above on the equity attributable to the owners of parent is as follows:

Carrying amount of non-controlling interests acquired
Consideration paid to non-controlling interests
Capital reserves - the difference between the actual acquisition or
disposal price and the carrying amount of the subsidiary
2021
$ 4,513
(5,471)
$
(958)
  1. The Consolidated Company did not subscribe to the subsidiary's cash capital increase in proportion to its shareholding, which did not result in a loss of control On October 20, 2021, Compertum Microsystems Inc. issued 975 thousand new shares for total proceeds of $9,750 thousand and the Consolidated Company reduced its interest in Compertum Microsystems Inc. by 4.80% due to no subscription.

On September 15, 2021, Lerain Technology Co., Ltd. issued 11,193 thousand new shares with total funds raised of NT$111,929 thousand. The Consolidated Company's interest in Lerain Technology Co., Ltd. decreased by 11.03% as the Consolidated Company did not subscribe.

On May 14, 2021, Lerain Technology Co., Ltd. issued 12,683 thousand new shares with total funds raised of NT$126,832 thousand. The Consolidated Company subscribed 3,794 thousand shares for NT$37,935 thousand, and the Consolidated Company's interest in Lerain Technology Co., Ltd. increased by 7.94% because the shares were not subscribed in proportion to its shareholding.

On April 8, 2021, Good News Medical Co., Ltd. issued 2,000 thousand new shares with total funds raised of NT$20,000 thousand. The Consolidated Company subscribed 611 thousand shares for NT$6,110 thousand, and the Consolidated Company's interest in Good News Medical Co., Ltd. increased by 20.44% because the shares were not subscribed in proportion to its shareholding.

On January 31, 2021, Lerain Technology Co., Ltd. issued 2,210 thousand new shares with total funds raised of NT$22,100 thousand. The Consolidated Company's interest in Lerain Technology Co., Ltd. decreased by 15.06% as the Consolidated Company did not subscribe.

169

Notes to the Consolidated Financial Statements of Lotes Co., Ltd. and Subsidiaries

On December 16, 2020, Compertum Microsystems Inc. issued 3,255 thousand new shares for total proceeds of $75,950 thousand. The Consolidated Company subscribed 1,755 thousand shares for $40,950 thousand, which increased the Consolidated Company's interest in Compertum Microsystems Inc. by 4.64% because the subscription was not proportional to its shareholding.

On July 8, 2020, Genie Precision Machine Co., Ltd. issued 15,000 thousand new shares with total funds raised of NT$150,000 thousand. The Consolidated Company subscribed 8,630 thousand shares for NT$86,300 thousand, and the Consolidated Company's interest in Genie Precision Machine Co., Ltd. decreased by 3.93% because the shares were not subscribed in proportion to its shareholding.

On April 30, 2020, Compertum Microsystems Inc. issued 1,379 thousand new shares with total funds raised of NT$13,786 thousand. The Consolidated Company's interest in Compertum Microsystems Inc. decreased by 9.91% as the Consolidated Company did not subscribe.

The effect of changes in the Consolidated Company's ownership interest in the subsidiaries listed above on the equity attributable to owners of parent was as follows:

Increase in equity after issuance of new shares by
subsidiaries
Amount not subscribed in proportion to shareholding
Capital reserves - recognition of changes in ownership
interests in subsidiaries
2021
$ 50,463
(44,045)
2020
125,937
(127,250)

$
6,418

(1,313)

(6) Subsidiaries with significant non-controlling interests

The non-controlling interests of subsidiaries that are material to the Consolidated Company are as follows:


Name of subsidiary
Lintes Technology Co., Ltd.
Principal place of
business/country
of incorporation
Taiwan
The percentage of
ownership interests and
voting interests in all
non-controlling
interests
Dec. 31,
2021
Dec. 31,
2020
47.87%
47.87%
Dec. 31,
2021
47.87%

The aggregate financial information of the above subsidiaries is as follows. The financial information has been prepared in accordance with International Financial Reporting Standards (IFRSs) approved by the Financial Supervisory Commission (FSC), and the financial information represents amounts before the elimination of intercompany transactions:

1. Comprehensive financial information of Lintes Technology Co., Ltd.:

Current assets
Non-current assets
Current liabilities
Non-current liabilities
Less: Non-controlling interests
Equity attributable to owners of Lintes Technology Co.,
Ltd.
Closing balance of non-controlling interests
attributable to the Consolidated Company
Operating revenue
Net profit for the period
Attributable to owners of Lintes Technology Co.,
Ltd.
Attributable to non-controlling interests of Lintes
Technology Co., Ltd.
Other comprehensive income
Dec. 31, 2021
$ 2,345,154
778,760
(1,191,923)
(102,650)
135,679
Dec. 31, 2020
2,297,917
523,357
(954,458)
(75,631)
128,484


$
1,693,662

1,662,701


$
810,795

795,973

2021
$
2,473,397

2020
2,404,160

$
174,032

271,870

$
11,107

7,660

170

Notes to the Consolidated Financial Statements of Lotes Co., Ltd. and Subsidiaries

Attributable to owners of Lintes Technology Co.,
Ltd.
Attributable to non-controlling interests of Lintes
Technology Co., Ltd.
Total of comprehensive income
Attributable to owners of Lintes Technology Co.,
Ltd.
Attributable to non-controlling interests of Lintes
Technology Co., Ltd.
Net income of the Consolidated Company for the
period attributable to non-controlling interests
Comprehensive income of the Consolidated Company
for the period attributable to non-controlling interests
Cash flows from operating activities
Cash flows from investing activities
Cash flows from financing activities
Effect of exchange rate changes
Increase (decrease) in cash and cash equivalents
Dividends paid to non-controlling interests
$
228
4,544
-
276,414
7,660
126,891
130,604
2020
468,996
(201,405)
(307,339)
(535)
(40,283)
49,117
$
-
$
174,260

$
11,107

$
83,313

$
83,422


2021
$ 59,731
(368,009)
169,527
1,473

$
(137,278)

$
68,218

(7) Property, plant and equipment

The changes in the costs of the property, plant and equipment, losses on depreciation and impairment of the Consolidated Company are as follows:

Cost or deemed cost:
Balance on January 1,
2021
Addition
Prepayment for equipment
transferred in
Completion of
construction in progress
and acceptance of
equipment to be
examined
Disposal
Effect of change in
exchange rate
Balance on December 31,
2021
Balance on January 1,
2020
Addition
Prepayment for equipment
transferred in
Land
$ 48,584
162,671
-
31,235
-
(571)
Buildings Machinery
equipment

2,951,297

787,812

41,990

11,037
(54,588)
(16,255)
Other

3,275,852

1,708,481

23,195

342,814

(526,010)
(12,465)
Outstanding
work and
equipment
to be
inspected

1,334,576

938,022

-
(1,133,871)

-
(5,622)
1,133,105

756,731

1,315,625

-
Total

8,379,722

3,669,850
123,689

(217)
(580,598)
(37,919)

769,413

72,864
58,504

748,568
-

(3,006)

$
241,919


1,646,343

3,721,293

4,811,867

11,554,527

$ 49,655
-
-


759,739
-
-


2,698,613
236,776
10,959


2,740,900

221,896

11,887


7,005,638

1,774,297
22,846

171

Notes to the Consolidated Financial Statements of Lotes Co., Ltd. and Subsidiaries

Acquired by business
combinations
Completion of
construction in progress
and acceptance of
equipment to be
examined
Disposal
Reclassification to other
non-current assets
Effect of change in
exchange rate
Balance on December 31,
2020
Losses on depreciation and
impairment:
Balance on January 1,
2021
Depreciation in the year
Disposal
Effect of change in
exchange rate
Balance on December 31,
2021
Balance on January 1,
2020
Depreciation in the year
Acquired by business
combinations
Disposal
Effect of change in
exchange rate
Balance on December 31,
2020
Book value:
September 31, 2021
September 31, 2020
-
-
-
-
(1,071)
-
-
-
-

9,674
211,567
-
(232,957)
-

26,339

105,389
759,336

(607,611)
-

44,055

-

(759,336)

-
(169)
21,725
316,956

-
(840,568)

(169)

100,722

$
48,584


769,413


2,951,297


3,275,852

1,334,576


8,379,722

$ -
-
-
-

309,715
58,462
-
(1,344)


1,700,534

246,571
(43,059)

(11,040)


1,873,499

1,060,855

(515,222)

(6,630)


-

-

-
-

3,883,748
1,365,888
(558,281)
(19,014)
$
-

366,833


1,893,006


2,412,502
-
4,672,341
$ -
-
-
-
-

266,518
38,748
-
-
4,449


1,595,925

237,015
62,001
(203,679)

9,272


1,628,481

782,468

40,697

(601,212)

23,065

-

-

-

-
-

3,490,924
1,058,231
102,698
(804,891)
36,786
$
-

309,715


1,700,534


1,873,499
-
3,883,748
$
241,919

1,279,510

1,828,287

2,399,365
1,133,105
6,882,186

$
48,584

459,698

1,250,763

1,402,353

1,334,576

4,495,974

The subsidiary, Lotes Zhongshan Co., Ltd, acquired the land use rights for the construction of the new plant in 2017, and the acquisition cost was NT$183,934 thousand to list right-of-use assets in the account. As of December 31, 2021 and December 31, 2020, the accumulated expenditures (tax included) for the construction of the new plant were NT$1,081,382 thousand and NT$787,873 thousand, respectively. The subsidiary, Lotes Hengnan Co., Ltd., acquired the land use rights for the construction of the new plant in 2016, and the acquisition cost was NT$9,878 thousand to list

172

Notes to the Consolidated Financial Statements of Lotes Co., Ltd. and Subsidiaries

right-of-use assets in the account. As of December 31, 2021 and December 31, 2020, the accumulated expenditures (tax included) for the construction of the new plant were NT$307,045 thousand and NT$192,369 thousand, respectively.

In April, 2019, subsidiary, Lotes Zhongshan Co., Ltd, signed the pre-purchase contract and decoration contract with Zhongshan Willie Property Development Co., Ltd. and Tianjin Xinhong Yuanchuang Decoration Engineering Co., Ltd., respectively. As of December 31, 2021, has to pay the price of RMB 10,881 thousand and RMB 3,285 thousand respectively (accounted in buildings), which were handed over in December 2021 for application of housing certificates.

As of December 31, 2021 and December 31, 2020, property, plant and equipment were used as collateral for short-term loans and financing lines. Please refer to Note VIII for details.

(8) Right-of-use assets

The changes in the costs of the lease of lands, buildings, machinery and other equipment, losses on depreciation and impairment of the Consolidated Company are as follows:

Cost of right-of-use assets:
Balance on January 1, 2021
Acquisition by business combinations
Increase
Decrease
Effect of change in exchange rate
Balance on December 31, 2021
Balance on January 1, 2020
Increase
Decrease
Effect of change in exchange rate
Balance on December 31, 2020
Depreciation and impairment loss on
right-of-use assets:
Balance on January 1, 2021
Depreciation for the period
Decrease
Effect of change in exchange rate
Balance on December 31, 2021
Balance on January 1, 2020
Depreciation for the period
Decrease
Effect of change in exchange rate
Balance on December 31, 2020
Book value:
September 31, 2021
September 31, 2020
Land
$ 240,690
96,875
299,921
-
(900)
Buildings

347,687

-

426,533
(220,289)

(1,083)
Machinery
-
-
-
-
-
Other
4,131
-
-
(3,706)
(22)
Total
592,508
96,875
726,454
(223,995)
(2,005)

$
636,586


552,848
-
403

1,189,837

$ 236,908
-
-
3,782


254,674
136,339
(48,337)

5,011
687
-
(685)
(2)
5,181
397
(1,507)
60

497,450
136,736
(50,529)
8,851

$
240,690


347,687

-
4,131
592,508

$ 10,465
10,606
-
(38)


179,759

144,200
(183,101)

(794)
-
-
-
-

2,535
1,436
(3,706)
(14)

192,759
156,242
(186,807)
(846)

$
21,033


140,064
-
251

161,348

$ 5,150
5,135
-
180


105,843

117,728
(48,186)

4,374
687
-
(685)
(2)
2,344
1,658
(1,507)
40

114,024
124,521
(50,378)
4,592
$
10,465

179,759

-
2,535
192,759

$
615,553

412,784
-
152

1,028,489

$
230,225

167,928
- 1,596
399,749

(9) Investment property

The changes in the investment property of the Consolidated Company are as follows:

Right-of-use

173

Notes to the Consolidated Financial Statements of Lotes Co., Ltd. and Subsidiaries

Cost or deemed cost:
Balance on January 1, 2021
Addition
Other
Effect of change in exchange
rate
Balance on December 31, 2021
Balance on January 1, 2020
Addition
Effect of change in exchange
rate
Balance on December 31, 2020
Losses on depreciation and
impairment:
Balance on January 1, 2021
Depreciation
Effect of change in exchange
rate
Balance on December 31, 2021
Balance on January 1, 2020
Depreciation
Effect of change in exchange
rate
Balance on December 31, 2020
Book value:
September 31, 2021
September 31, 2020
Fair value:
September 31, 2021
September 31, 2020
Self-owned assets
Land
Buildings
$ 260,576
44,832
-
1,516
-
-
-
-
Self-owned assets
Land
Buildings
$ 260,576
44,832
-
1,516
-
-
-
-
assets
Land

69,160

-
(31,634)
(328)
assets
Land

69,160

-
(31,634)
(328)
Total
374,568
1,516
(31,634)
(328)
Land
$ 260,576
-
-
-
$
260,576
46,348
37,198

344,122

$ 248,200
12,376
-


39,285

5,547
-


-

67,869
1,291

287,485
85,792
1,291
$
260,576
44,832
69,160

374,568

$ -
-
-

5,481
1,187
-


1,068

521
(4)

6,549
1,708
(4)
$
-
6,668
1,585

8,253
$ -
-
-

4,483
998
-


-

1,048
20

4,483
2,046
20
$
-
5,481 1,068 6,549
$
260,576

39,680

35,613

335,869

$
260,576

39,351

68,092

368,019





$
466,940

$
467,325

As of December 31, 2021 and December 31, 2020, the Consolidated Company’s investment properties were not pledged as security.

(10) Intangible assets

The changes in the cost and amortization of the intangible assets of the Consolidated Company are as follows:

Cost:
Balance on January 1, 2021
Acquired separately
Derecognition
Effect of change in exchange rate
Balance on December 31, 2021
Balance on January 1, 2020
Acquired separately
Acquired in business combination
Derecognition
Effect of change in exchange rate
Balance on December 31, 2020
Losses on amortization and impairment:
Balance on January 1, 2021
Amortization for the period
Derecognition
Effect of change in exchange rate
Balance on December 31, 2021
Balance on January 1, 2020
Amortization for the period
$ Computer
Software
253,415
101,755
(47,908)
(374)



Other
600
-
-
-
Total
254,015
101,755
(47,908)
(374)
307,488
166,821
80,912
5,054
(412)
1,640
254,015
98,505
51,497
(47,908)
(190)
101,904
67,032
27,071
$
306,888
600
$
166,221
80,912
5,054
(412)
1,640




600
-
-
-
-
$
253,415
600
$
98,505
51,497
(47,908)
(190)



-
-
-
-
$
101,904
-
$
67,032
27,071

-
-

174

Notes to the Consolidated Financial Statements of Lotes Co., Ltd. and Subsidiaries

Acquired in business combination
Derecognition
Effect of change in exchange rate
Balance on December 31, 2020
Book value:
Balance on December 31, 2021
Balance on December 31, 2020
4,000
(412)
814
$
98,505
$
204,984
$
154,910

-

-
-
-
600
600
4,000
(412)
814
98,505
205,584
155,510

The amortization expenses of the intangible assets of the Consolidated Company was recognized in the following items in the Consolidated Statement of Comprehensive Income:

110 年度
Operating cost
$
1,815
Operating expense
$
49,682
ther financial assets
The details of the other financial assets of the Consolidated Company are as follows:
Dec. 31, 2021
Other financial assets - current
Time deposits
$
-
109 年度
3,390

23,681

Dec. 31, 2020
87,320

(11) Other financial assets

As of December 31, 2021 and December 31, 2020, the Consolidated Company's other financial assets were not pledged as collateral.

(12) Short-term loans

The details, conditions and terms of the short-term loans of the Consolidated Company are as follows:


Bank loans - credit loans
Total
Remaining credit

Bank loans - credit loans
Remaining credit
Dec. 31, 2021 Amount
$ 742,178
400,000
$
1,142,178
$
2,261,906
Amount
$
-
$
1,556,320
Currency
USD

NTD


Interest rate range
Maturity
2022

2022



0.70%~0.88%
0.85%
Dec. 31, 2020
Currency

-

Interest rate range
-
Maturity
-

Please refer to Note VI (27) for more information on the Consolidated Company’s exposure to interest rate and foreign currency risk, Note VIII for information of the Consolidated Company’s assets pledged as collateral for short-term loans, and Note IX for information of the guaranteed notes opened due to bank loans and financing facilities.

(13) Long-term loans

The breakdown of the Consolidated Company's long-term loans is as follows:

Bank loans—credit loans (The expiry date is May 2022 and July 2023,
respectively)
Bank loans—guaranteed loans (The expiry date is December 2036 and
July 2023, respectively)
Subtotal
Less: portion due within one year
Total
Remaining credit
Interest rate range
Dec. 31, 2021





Dec. 31, 2020
974
23,022
23,996
5,335
18,661
51,907
1.31%~1.83%

$ 14,805
29,600

44,405
14,805

$
29,600

$
1,895

1.25%~1.36%

For details of the guarantees provided by the Consolidated Company for bank loans using assets pledged as collateral, please refer to Note VIII.

(14) Bonds payable

Information on the issuance of unsecured convertible bonds by the Consolidated Company is as follows:

Total amount of convertible bonds issued

Dec. 31, 2021 $ 1,000,000

175

Notes to the Consolidated Financial Statements of Lotes Co., Ltd. and Subsidiaries

Accumulated converted amount
Unamortized balance of discount on bonds payable
Bonds payable at the end of the period
Embedded derivative - right of redemption(reported as financial assets measured at
FVTPL)
Equity components - conversion rights (reported in capital reserves - stock options)
Right of redemption valuation benefit (reported in other gains and losses)
Interest expense
(63,900)
(24,173)
$
911,927
$
3,370
$
171,527
2021
$
2,700
$
3,530

On August 19, 2021, the Company issued 10,000 domestic first three-year unsecured convertible bonds with a coupon rate of 0%, which are repayable in cash at par on maturity.

The conversion price was set at NT$563.2 per share at the time of issuance. If the conversion price of the Company's common stock is subject to adjustment in accordance with the terms of the issuance, the conversion price will be adjusted in accordance with the formula stipulated in the terms of the issuance. The conversion price as of December 31, 2021 is $547.5. There is no reset clause in the bonds.

If the right of redemption meets one of the following criteria, the Company will redeem the outstanding bonds at par value in cash:

  1. The closing price of the Company's common stock on the Taiwan Stock Exchange exceeds the conversion price of the bonds by 30% or more for 30 consecutive business days from the day after the third month of the issuance of the bonds to the 40th day prior to the expiration of the issuance period.

  2. If the closing price of the Company's common stock on the Taiwan Stock Exchange exceeds the conversion price of the bonds by 30% or more for 30 consecutive business days from the day after the third month of the issuance of the bonds to the 40th day prior to the expiration of the issuance period.

In fiscal 2021, the bondholders requested to convert 639 of the Company's first three-year domestic unsecured convertible bonds with a total carrying amount of $62,250 thousand, and the net change in capital reserves resulting from the bond conversion was $60,853 and the capital stock resulting from the bond conversion was $1,167 thousand, as described in Note VI (21).

(15) Lease liabilities

The book values of the lease liabilities of the Consolidated Company are as follows:

Dec. 31, 2021
Current
$
220,742
Non-current
$
285,847
For the maturity analysis, please refer to Note VI (27).
The amounts recognized in profit or loss are as follows:
2021
Interest expense for lease liabilities
$
18,824
Changes in lease payments not included in the measurement of
lease liabilities
$
4,390
Income from the sublease of right-of-use assets
$
23,982
Expenses for short-term leases
$
21,493
Cost of low-value leased assets (excluding low-value leases under
short-term leases)
$
307
The amounts recognized in the Statement of Cash Flows are as follows:
110 年度
Total cash outflow from leases
$
401,473
Dec. 31, 2021
$
220,742
Dec. 31, 2020

71,971

$
285,847



104,279

2021
$
18,824


2020

9,689

$
4,390



-

$
23,982


12,523

$
21,493



1,738

$
307



-
109 年度

125,601
  1. Lease of land, premises and buildings

The Consolidated Company leases land, premises and buildings for plant, office space and staff quarters. The lease term of the plant and office space is usually one to ten years, and the lease term of the staff quarters is three to eight years. Part of the lease includes an option to extend the lease at the end of the lease term. In cases where it is not reasonably determined to exercise an optional extension of lease term, the relevant benefits for the period covered by the option are not included in the lease liabilities. The Consolidated Company is a sublease of right-of-use assets by business lease.

  1. Other leases

176

Notes to the Consolidated Financial Statements of Lotes Co., Ltd. and Subsidiaries

The leasing period of machines and other equipment leased by the Consolidated Company shall be two to six years. In addition, the lease term of some lease contracts of the Consolidated Company is one year, and these leases are short-term subject leases. The Consolidated Company chooses to apply the exemption of relevant right-of-use assets and lease liabilities.

(16) Refund liabilities - current

Refund liabilities - current

Dec. 31, 2021
$
195,105
Dec. 31, 2020

161,767

The refund liabilities are mainly the prepayments to customers for the sales discount and defects of electronic components.

(17) Provision for liabilities

Provision for liabilities - non-current
Employee benefits
Dec. 31, 2021
$
45,220
Dec. 31, 2020

49,258

Employee benefits are estimated under the Consolidated Company’s defined benefit plan. Please refer to Note VI (19).

(18) Operating lease

The Consolidated Company leases its investment real estate, which is classified as an operating lease because almost all risks and rewards belonging to the ownership of the underlying asset have not been transferred. Please refer to Note VI (9) for details of the investment real estate.

The maturity analysis of lease payments is presented in the following table for the total undiscounted lease payments to be received after the reporting date:

Not more than 1 year
1-2 years
Total undiscounted lease payment
Dec. 31, 2021
$ 609
130
Dec. 31, 2020

4,330

350
$
739
4,680

In year 2021 and 2020, the income tax generated in the investment property from rentals were NT$4,247 thousand and NT$4,727 thousand, respectively, and the direct operating expenses (including maintenance) incurred in the investment property from rentals were NT$860 thousand and NT$861 thousand, respectively. (19) Employee benefits

  1. Defined benefit plans

A reconciliation of the present value of the Company's defined benefit obligation to the fair value of plan assets is as follows:

Present value of defined benefit obligation
Fair value of plan assets
Net defined benefit liability
The Consolidated Company's employee benefit liabilities ar
Paid leave liability
Dec. 31, 2021
$ 78,057
(32,837)
Dec. 31, 2020

83,499

(34,241)

$
45,220


49,258

e as follows:
Dec. 31, 2021
$
22,347

Dec. 31, 2020

17,861

The Company's defined benefit plan is contributed to the Bank of Taiwan's Labor Retirement Reserve Fund. Retirement payments to each employee under the Labor Standards Act are based on the basis of the number of years of service and the average salary for the six months prior to retirement. (1) Composition of plan assets

The Company's pension fund under the Labor Standards Act is managed by the Bureau of Labor Funds, Ministry of Labor (hereinafter referred to as the Bureau of Labor Funds). According to the "Regulations for Revenues, Expenditures, Safeguard and Utilization of the Labor Retirement Fund", the minimum annual earnings to be distributed to the fund shall not be less than the earnings calculated based on the two-year time deposit interest rate of the local bank.

As of the date of this report, the balance of the Bank of Taiwan's Labor Retirement Reserve Fund was $32,837 thousand. For information on the use of the Labor Pension Fund assets, including the fund yield and fund asset allocation, please refer to the website of the Bureau of Labor Funds, Ministry of

177

Notes to the Consolidated Financial Statements of Lotes Co., Ltd. and Subsidiaries

Labor.

  • (2) Changes in the present value of the defined benefit obligation

The changes in the present value of the Company's defined benefit obligation for fiscal 2021 and 2020 are as follows:

Defined benefit obligation at January 1
Current service cost and interest
Remeasurement of net defined benefit liability (asset)
Benefits planned to be paid
Defined benefit obligation at December 31
2021
$ 83,499
951
(3,373)
(3,020)
2020

73,681

1,168

8,650

-

$
78,057

83,499
  • (3) Changes in the fair value of plan assets

The changes in the fair value of the Company's defined benefit plan assets for fiscal 2021 and 2020 are as follows:

Fair value of plan assets as of January 1
Interest income
Remeasurement of net defined benefit liability (asset)
Amount contributed to the plan
Benefits paid under the plan
Fair value of plan assets at December 31
2021
$ 34,241
119
477
1,020
(3,020)
2020

31,952

238

1,052

999

-

$
32,837

34,241
  • (4) Expenses recognized in profit or loss

The expenses recognized in profit or loss in fiscal 2021 and 2020 were as follows:

Current service cost
Net interest on net defined benefit liability
Operating cost
Promotion expense
Administration expense
R&D expense
2021
$ 662
170
2020

621

309
$
832
930
$ 110
286
277
159

115

290

337

188
$
832

930

(5) Remeasurement of net defined benefit liability (asset) recognized as other comprehensive income

The remeasurements of net defined benefit liability (asset) recognized as other comprehensive income in fiscal 2021 and 2020 are as follows:

2021
2020
Accumulated balance as of January 1
$ (5,703)
1,895
Recognized in the current period
3,851
(7,598)
Accumulated balance as of December 31
$
(1,852)
(5,703)
) Actuarial assumptions
The significant actuarial assumptions used to determine the present value of the Company's defined
benefit obligation at the end of the financial reporting period are as follows:
Dec. 31, 2021
Dec. 31, 2020
Discount rate
0.70%
0.35%
Future salary increases
2.00%
2.00%
2021
$ (5,703)
3,851
2020
1,895
(7,598)

$
(1,852)

(5,703)
0.35%
2.00%
  • (6) Actuarial assumptions

The significant actuarial assumptions used to determine the present value of the Company's defined benefit obligation at the end of the financial reporting period are as follows:

The Company expects to make a contribution of $1,002 thousand to the defined benefit plan in the year following the fiscal 2021 reporting date.

The weighted-average duration of the defined benefit plan is 10 years.

  • (7) Sensitivity analysis

The effect of changes in key actuarial assumptions on the present value of the defined benefit obligation as of December 31, 2021 and 2020 are as follows:

Effect on the defined benefit obligation

Increase of 0.25% Decrease of 0.25%

December 31, 2021

178

Notes to the Consolidated Financial Statements of Lotes Co., Ltd. and Subsidiaries

Discount rate $ (2,023) 2,099
Future salary increases 2,066 (2,002)
December 31, 2020
Discount rate (2,278) 2,367
Future salary increases 2,322 (2,247)

The sensitivity analysis above analyzes the effect of changes in a single assumption with other assumptions held constant. In practice, changes in many assumptions may be linked. The sensitivity analysis is consistent with the methodology used to calculate the net pension liability on the balance sheet.

The methodology and assumptions used in preparing the sensitivity analysis are the same as those used in the previous period.

2. Defined contribution plan

As to the defined contribution plan, the Consolidated Company shall contribute the retirement funds of employees to the individual accounts for labor retirement funds of the Bureau of Labor Insurance according to 6% of the monthly salaries of labors under the provisions of Labor Pension Act. Under this plan, after contributing fixed amount to the Bureau of Labor Insurance, the Consolidated Company will not assume the legal or constructive obligations of paying extra amount.

The pension expense under the defined contribution retirement funds of the Consolidated Company for year 2021 and 2020 were NT$15,071 thousand and NT$12,635 thousand respectively, which have been contributed to the Bureau of Labor Insurance.

In accordance with the pension insurance system established by the government of the People’s Republic of China, the subsidiaries in Mainland China make monthly contributions to employees’ pension insurance based on a certain percentage of their salaries and wages. The monthly pension plan is administered and arranged by the government, and the above-mentioned company has no further obligation other than to make monthly contributions. The related pension expense for 2021 and 2020 were NT$279,510 thousand and NT$137,267 thousand, respectively.

(20) Income tax

  1. The details of the income tax expense of the Consolidated Company are as follows:
Income tax expense for the period
Current income tax
Tax on unappropriated retained earnings
Prior period current income tax adjustment
Deferred income tax expense
Other deferred income tax expense (benefit)
Recognition of unrecognized tax losses in prior periods
Income tax expense
2021
$ 1,084,673
57,107
(102,213)
2020

824,517

23,276

(47,498)

1,039,567



800,295

(18,499)
99



34,118

-
$
1,021,167

834,413

A breakdown of the Consolidated Company's income tax expense (benefit) recognized under other comprehensive income for year 2021 and 2020 is as follows:


comprehensive income for year 2021 and 2020 is as follows:
Components of other comprehensive income that will not be
reclassified to profit or loss:
Remeasurements of defined benefit plan
Components of other comprehensive income that will be
reclassified to profit or loss:
Exchange differences on translation
2021
$
770
2020
(1,520)
$
(39)

(1,733)

A reconciliation of Income tax expense (benefit) to net profit before tax for the Consolidated Company for fiscal years 2021 and 2020 is as follows:

Net profit before tax
Income tax based on domestic tax rate
Adjustments based on local tax laws
Adjustments to current income taxes for prior periods
Additional tax levied on unappropriated retained earnings
Basic income tax
2021
$ 4,540,198
2020

3,670,002

1,524,040
(459,463)
(102,114)
57,107
1,597



1,108,837

(250,202)

(47,498)

23,276

-

179

Notes to the Consolidated Financial Statements of Lotes Co., Ltd. and Subsidiaries

Total
$
1,021,167
Deferred tax assets and liabilities
(1) Unrecognized deferred tax assets
The items not recognized as deferred tax assets of the Consolidated Company ar
Dec. 31, 2021
Tax losses
$
15,454
$
1,021,167
834,413

e as follows:
Dec. 31, 2020
15,429

In accordance with the Income Tax Act, losses for the previous ten years may be deducted from net income before income tax is assessed. These items are not recognized as deferred tax assets because it is not probable that the Consolidated Company will have sufficient taxable income in the future to utilize the temporary differences.

In accordance with the Income Tax Act, Ememe Robot Co., Ltd. is allowed to deduct the net income of the year from the loss for the previous ten years as approved by the tax authorities for income tax purposes. As of December 31, 2021, the Consolidated Company has not recognized tax losses as deferred tax assets, which are deducted as follows: Ememe Robot Co., Ltd.:

Year of loss
2011 (Approved)
2012 (Approved)
2013 (Approved)
2014 (Approved)
2015 (Approved)
2016 (Approved)
2017 (Approved)
2018 (Approved)
2019 (Approved)
2020 (Declared)
2021 (Estimated)
Losses not yet
deducted
$ 9,714
14,184
14,550
6,246
8,951
10,166
6,828
3,237
2,609
629
159
$
77,273
Last year to be deducted
2021
2022
2023
2024
2025
2026
2027
2028
2029
2030
2031

(2) Deferred tax assets recognized

Inventory valuation and obsolescence losses
Undistributed pension costs
Loss on decline in value of fixed assets and idle assets
Refund liabilities
Unrealized exchange loss
Estimated payables
Remeasurement of defined benefit plans
Bad debt expense
Exchange differences on translation
Employee benefits
Deferred tax assets
(3)Deferred income tax liabilities recognized
Unrealized exchange gain
Investment income recognized by the equity method
Gain recognized in bargain purchase transaction
Other
Deferred income tax liabilities
Dec. 31, 2021
$ 38,999
441
44
43,860
-
56,831
8,986
126
1,772
408
Dec. 31, 2020
29,513
478
44
43,368
1,049
39,927
9,757
663
1,733
612
127,144
Dec. 31, 2020

1,176

23,789

2,089

-
$
151,467

Dec. 31, 2021
$ 8,297
24,019
1,567
23
$
33,906

27,054

2. Income tax assessment

The Company's income tax returns have been assessed by the tax authorities through fiscal 2018. The income tax of domestic subsidiaries Jiayu Investment Co., Ltd., Ememe Robot Co., Ltd., Compertum Microsystems Inc., Lintes Technology Co., Ltd. and Genie Precision Machine Co., Ltd. has

180

Notes to the Consolidated Financial Statements of Lotes Co., Ltd. and Subsidiaries

been assessed through fiscal 2019.

(21) Capital and other equity

As of December 31, 2021 and 2020, the total authorized capital stock of the Company were all NT$1,550,000 thousand with a par value of $10 per share, and the actual amount issued were NT$1,059,779 and NT$1,034,779 thousand respectively.

In fiscal 2021, the Company issued 117 thousand shares at par value for a total amount of $1,167 thousand due to the exercise of conversion rights by holders of convertible bonds. The number of shares issued has not yet been completed due to the related legal registration procedures and is therefore included in the certificate of exchange of bonds for stock dividends of $1,167 thousand.

On May 13, 2021, the Board of Directors resolved to issue 2,500 thousand shares at a par value of $10 per share at an issue price of $432 per share through a cash capital increase, with September 17, 2021 as the base date. The capital increase was approved by the Financial Supervisory Commission and the legal registration was completed on October 8, 2021.

  1. Capital reserves

The components of the Company’s capital reserve are as follows::


Premium of issued shares
Convertible bond conversion premium
Change in the net value of the stock of subsidiaries and associates
accounted for using the equity method
Employee stock options
Convertible bond stock options
Dec. 31, 2021
$ 4,628,739
72,562
370,540
40,330
171,527



Dec. 31, 2020
3,577,768
-
365,080
15,399
-
3,958,247

$
5,283,698

In accordance with the Companies Act, capital reserves are required to cover losses first before new shares or cash can be issued in proportion to the shareholders’ original shares. Realized capital reserves referred to in the preceding paragraph include premiums from the issuance of shares in excess of par value and proceeds from gifts received. In accordance with the Regulations Governing the Issuer’s Offerings and Issuance of Marketable Securities, the aggregate amount of capital reserves that may be capitalized each year shall not exceed 10% of the paid-in capital.

  1. Retained earnings

In accordance with the Company’s Articles of Incorporation, the Company shall, after the final settlement of each year’s earnings, first complete tax contributions, make up for prior years’ deficits and set aside 10% as legal reserve, except when the legal reserve has reached the level of total capital; the Company is required by law to set aside or reverse special reserve. In the case of unappropriated retained earnings for the same period, the Board of Directors shall propose a proposal for the distribution of earnings to the shareholders for resolution, and the dividend to be distributed shall not be less than 20% of the net profit for the year after taxation, after deducting the net income provided for by law.

The Company will take into account the environment and growth of the Company and the distribution of earnings should take into account the Company’s future capital expenditure budget and capital requirements, and pay cash dividends of not less than 10% of the dividends distributed in the current year. (1) Legal reserve

If the Company has no deficit, it may, by resolution of the shareholders in general meeting, issue new shares or cash out of the legal reserve to the extent that such reserve exceeds 25% of the paid-in capital.

(2) Special reserve

When the Company distributes distributable earnings, a special reserve of the same amount is provided from current income and prior undistributed earnings for the net decrease in other shareholders’ equity that occurred during the year. When the 2019 earnings were appropriated in fiscal 2020, the appropriated special reserves were added to the current period’s earnings and the prior period’s unappropriated retained earnings, and when the 2020 earnings were appropriated in fiscal 2021, the appropriated special reserves were added to the current period’s profit after tax and the amount of items other than the current period’s profit after tax that were included in the current period’s unappropriated retained earnings and the prior period’s unappropriated retained earnings. If there is a decrease in shareholders’ equity accumulated in prior years, the same amount of special reserve from prior years’ undistributed earnings shall not be distributed. If there is a subsequent reversal in the number of other decreases in shareholders’ equity, the reversal may be distributed in the form of a surplus.

(3) Earnings distribution

The appropriation of the Company’s 2020 earnings reached the legal resolution threshold through electronic voting on June 19, 2021, and was resolved at the shareholders’ meeting held on July 26, 2021.

181

Notes to the Consolidated Financial Statements of Lotes Co., Ltd. and Subsidiaries

On June 19, 2020, the shareholders’ meeting resolved the appropriation of the 2019 earnings, and the dividends to be distributed to owners are as follows:

Distributed to the holders of
ordinary shares:
Cash
2020
Payout ratio
(NT$)
Amount



13.30
1,376,256
2020
Payout ratio
(NT$)
Amount



13.30
1,376,256
2019
Payout ratio
(NT$)
Amount
10.50
1,086,518
2019
Payout ratio
(NT$)
Amount
10.50
1,086,518
$ Payout ratio
(NT$)


13.30

Payout ratio
(NT$)
10.50

On March 21, 2022, the Company’s board of directors proposed the following 2020 earnings distribution:

Distributed to the holders of ordinary shares:
Cash
$
2021
Payout ratio
(NT$)
Amount



16.00
1,695,646
2021
Payout ratio
(NT$)
Amount



16.00
1,695,646
Payout ratio
(NT$)


16.00


Information on the distribution of earnings as proposed by the Board of Directors and resolved by the Shareholders’ Meeting is available on the “Public Information Observation Post System”. 3. Other equity

Balance on January 1, 2021
Exchange differences arising from the
translation of the net assets of
foreign operations
Unrealized losses from financial
assets measured at FVTOCI
Balance on December 31, 2021
Balance on January 1, 2020
Exchange differences arising from the
translation of the net assets of
foreign operations
Unrealized gains from financial assets
measured at FVTOCI
Disposal of equity instruments
measured at FVTOCI
Balance on December 31, 2020
Exchange
differences on
translation of
foreign operations
$ (586,953)
(82,102)
-
Unrealized gain
(loss) on financial
assets measured at
FVTOCI

(8,019)

-
(5,259)
Total

(594,972)
(82,102)

(5,259)
$
(669,055)

(13,278)


(682,333)

$ (631,970)
45,017
-
-


(18,562)

-
403
10,140


(650,532)
45,017

403

10,140
$
(586,953)

(8,019)


(594,972)

(22) Share-based payment

The Consolidated Company has the following share-based payment transactions:

Date of grant
Number of grants
Granted to
Vesting conditions
Fair value at the date of
grant
Cash capital increase reserved for employee stock options
TheCompany
Lerain Technology
Genie Precision
Cash capital increase reserved for employee stock options
TheCompany
Lerain Technology
Genie Precision
TheCompany
Lerain Technology
2021.08.23
2021.08.19
2021.03.02
2020.12.28
233 thousand
shares
1,119 thousand
shares
1,268 thousand
shares
221 thousand
shares
Current
employees of the
Company
Current
employees of the
subsidiary
Current
employees of the
subsidiary
Current
employees of the
subsidiary
Immediate vesting Immediate vesting Immediate vesting Immediate vesting
$107.00
$0.13
$0.00
$0.00
2020.07.23
1,500 thousand
shares
Current
employees of the
subsidiary
Immediate vesting
$15.87

The Company’s cost of employee compensation based on the shares generated from the cash capital increase retained for employee stock options was $24,931 thousand recognized in fiscal 2021.

182

Notes to the Consolidated Financial Statements of Lotes Co., Ltd. and Subsidiaries

The Subsidiary Lerain Technology Co., Ltd.’s cost of employee compensation based on the shares generated from the cash capital increase retained for employee stock options was $146 thousand and $0 thousand recognized in fiscal 2021 and 2020, respectively.

The Subsidiary Genie Precision Machine Co., Ltd.’s cost of employee compensation based on the shares generated from the cash capital increase retained for employee stock options was $7,795 thousand recognized in fiscal 2020.

(23) Earnings per share

The calculation of basic earnings per share and diluted earnings per share of the Consolidated Company is as follows:

Basic earnings per share:
Net profit attributable to the Company in the year
Weighted average shares outstanding (1,000 shares)
Basic earnings per share
Diluted earnings per share:
Net profit attributable to the Company in the year
Dilutive potential ordinary shares:
Convertible bond
Net income attributable to equity holders of the
Company’s common stock (adjusted for the effect of
dilutive potential common stock)
Weighted average shares outstanding (1,000 shares)
Dilutive potential ordinary shares:
Bonuses for employees
Convertible bond
Weighted average common shares outstanding (adjusted
for the effect of dilutive potential common stock)
Diluted earnings per share
2021 2020

2,732,361

103,478

26.41

2,732,361

-

2,732,361

103,478

272

-

103,750

26.34
$
3,472,201

104,204

$
33.32
$ 3,472,201
664
$
3,472,865

104,204
204
1,820

106,228

$
32.69

(24) Revenue from contracts with customers

  1. Please refer to Note XIV (3) and (4) for the disclosure of disaggregation of revenue for the major products and major regional markets.

  2. Balance of contract

Contract liabilities
Dec. 31, 2021
$
97,494
Dec. 31, 2020

91,659

The beginning balances of contract liabilities as of January 1, 2021 and 2020 were recognized as income of NT$80,527,000 dollars and NT$18,642,000 dollars respectively. (25) Non-operating revenue/expense

1. Interest income

The breakdown of interest income of the Consolidated Company is as follows:

Interest on bank deposits 2021
$
13,994
2020
28,789

2. Other income

The details of other income of the Consolidated Company are as follows:


Dividend income
Income from molding
Income from compensation
Income from rentals
Income from the sales of R&D products
Income from subsidies
Others

2021
$ 6,119
73,063
12,938
35,964
-
103,327
93,515
$
324,926

2020

1,341

52,604

12,579

37,708
4,516

39,806
65,713
214,267

3. Other gains and losses

The details of other gains and losses of the Consolidated Company are as follows:

183

Notes to the Consolidated Financial Statements of Lotes Co., Ltd. and Subsidiaries

2021
Foreign exchange gain (loss)
$ (148,338)
Net profit or loss from financial assets (liabilities)
measured at FVTPL:
Derivatives:
Forward foreign exchange contracts
11,382
Metal commodity swap contracts
21,077
Embedded derivative
2,700
Non-derivatives
(9,364)
Loss from the disposal of property, plant and equipment
(3,728)
Lease modification interest
2,472
Other
(4,849)
Total
$
(128,648)
2021 2020

(308,515)

11,644

4,346

-

39,063

2,446

-

(25,453)

$
(128,648)



(276,469)

4. Financial costs

The details of the financial costs of the Consolidated Company are as follows:

Interest expense
Bank loans
Lease liabilities
Conversion of corporate bonds
2021 2020

8,920

9,689

-
$ 5,950
18,824
3,530

$
28,304


18,609

(26) Compensation to employees, directors, and supervisors

In accordance with the Company’s Articles of Incorporation, no less than 3% of the Company’s annual profits shall be appropriated to the Compensation of Employees and no more than 3% to the Compensation of Directors and Supervisors; however, if the Company has accumulated losses, it shall retain the amount of compensation in advance and appropriate the Compensation of Employees and Supervisors in proportion to the aforementioned. The former Compensation of employees to whom stock or cash is issued may include employees of a subordinate company who meet certain criteria.

The estimated amount of compensation of employees for the years ended December 31, 2021 and 2020 was $122,062,000 dollars and $97,235,000 dollars respectively, and the estimated amount of compensation to directors and supervisors was $4,480,000 dollars. The Company’s net profit before tax for the period is estimated by multiplying the amount of the Company’s net profit before issuing the compensation of employees and directors and supervisors by the proportion of the Company’s compensation distribution to employees and directors and supervisors as provided in the Company’s Articles of Incorporation and is reported as operating costs or expenses for that period. If there is a difference between the actual distribution amount and the estimated amount for the following year, the change in accounting estimate is adjusted and the difference is recognized in profit or loss for the following year. In the event that the Board of Directors resolves to grant a compensation of employees by way of stock, the number of shares of stock-based compensation is calculated based on the closing price of the common stock on the day before the Board of Directors’ resolution.

There was no difference between the amount resolved by the board of directors for employees’ and directors’ and supervisors’ compensation in 2020 and the amount estimated in the consolidated financial statements for year 2020. There was no difference between the amount resolved by the board of directors for employees’ and directors’ and supervisors’ compensation in 2021 and the amount estimated in the consolidated financial statements for the year 2021. The related information is available on the Market Observation Post System (MOPS).

(27) Information on financial instruments and fair value

1. Credit risk

(1) Credit risk exposure

The carrying amount of a financial asset represents the maximum amount of credit risk. The maximum amount of credit risk exposure was $12,617,236,000 dollars and $10,286,606,000 dollars as of December 31, 2021 and 2020 respectively.

(2) Credit risk concentration risk

In order to reduce the credit risk of accounts receivable, the Consolidated Company continually evaluates the financial position of its customers and adjusts the terms of

184

Notes to the Consolidated Financial Statements of Lotes Co., Ltd. and Subsidiaries

transactions between them if necessary. As of December 31, 2021 and 2020, the Consolidated Company had each 4 different customers with accounts receivable balances exceeding 5% of total accounts receivable for a single customer. The Consolidated Company periodically evaluates the probability of recovery of accounts receivable and presents Provisions, and the total loss is always within management’s expectations.

(3) Impairment loss

The Consolidated Company uses a simplified method of estimating expected credit losses for all of its notes and accounts receivable, which is to measure expected credit losses over the life of the notes and accounts receivable, and for this purpose, the notes and accounts receivable are grouped by common credit risk characteristics that represent the ability of customers to pay all amounts due under contractual terms and are included in forward-looking information. The expected credit losses on the Consolidated Company’s notes and accounts receivable are analyzed as follows:

Not past due
1-60 days past due
61-120 days past due
121-180 days past due
181-270 days past due
More than 271 days past due
Not past due
1-60 days past due
61-120 days past due
121-180 days past due
181-270 days past due
More than 271 days past due
Dec. 31, 2021 Expected
credit loss in
the duration
of provision
882
504
7,562
3,935
184
4,390
Book value of
notes and
accounts
receivable
Weighted
average
expected
credit loss rate

0.01%

0.10%

15.90%

31.12%

45.89%

100.00%

Dec. 31, 2020
$ 8,268,615
481,878
47,553
12,646
401
4,390

$
8,815,483

17,457

Expected
credit loss in
the duration
of provision
750
3,690
572
489
1
6,547
Book value of
notes and
accounts
receivable
Weighted
average
expected
credit loss rate

0.01%

0.77%

10.04%

27.61%

50.00%

100.00%
$ 6,413,813
479,202
5,698
1,771
2
6,547

$
6,907,033

12,049

The changes in the provisions for notes and accounts receivable of the Consolidated Company are as follows:

Opening balance
Acquired in business combination
Recognized impairment loss (gain on reversal)
Write-offs for the period
Foreign currency translation gains and losses
Closing balance
2021


$
17,457
12,049

185

Notes to the Consolidated Financial Statements of Lotes Co., Ltd. and Subsidiaries

2. Liquidity risk

The contracts of financial liabilities are sorted by their maturity dates as follows. The estimated interests are included, but the effect of net value agreement is excluded.

December 31, 2021
Non-derivative financial liabilities
Short-term loans
Bonds payable
Long-term loans(including
long-term loans – current
portion)
Notes payable
Accounts payable
Other payables
Lease liabilities
December 31, 2020
Non-derivative financial liabilities:
Long-term loans(including
long-term loans – current
portion)
Notes payable
Accounts payable
Other payables
Lease liabilities
Book value
$ 1,142,178
911,927
44,405
16,402
2,613,359
1,998,938
506,589
Cash flow
from the
contract

1,145,255

936,100

47,515

16,402

2,613,359

1,998,938
559,221
Within 6
months

870,126

-

2,436

16,402

2,613,359

1,998,938
164,713
5,665,974

2,303

3,574

2,501,155

1,206,695
49,038
3,762,765
6 12 months

275,129
-

12,857

-

-

-
75,695
1-2years

-
-

2,458
-
-
-
105,309
2-5years
-
936,100

7,216
-
-
-
190,028
More than 5
years
-

-

22,548
-
-
-

23,476
46,024

-
-
-
-

-
-

$
7,233,798

7,316,790

363,681

6,755,741

6,844,435


$ 23,996
3,574
2,501,155
1,206,695
176,250


24,680

3,574

2,501,155

1,206,695
193,213


3,318

-

-

-
30,274


6,973
-
-
-
43,091


12,086
-
-
-
70,810

$
3,911,670

3,929,317

33,592

50,064

82,896

The Consolidated Company does not anticipate that the cash flows analyzed at maturity date will alter significantly or that the actual amounts will vary significantly. 3. Market risk—exchange rate risk

  • (1) Exposure to exchange rate risk

The Consolidated Company’s financial assets and liabilities exposed to significant foreign currency exchange rate risk are as follows:



Financial assets
Currency
USD
RMB
HKD
JPY
EURO
INR
Financial liabilities
Currency
USD
RMB
JPY
EURO
Financial assets
Currency
USD
RMB
HKD
Dec. 31, 2021
$ $
$
Foreign
currency
(Note)

415,424
177,119
7,601

186

Notes to the Consolidated Financial Statements of Lotes Co., Ltd. and Subsidiaries

JPY
134,465
0.2763
37,153
EURO
1,105 35.0200
38,696
INR
4
0.4791
2
VND
3,662,009
0.0012
4,394
Financial liabilities
Currency
USD
$ 222,790 28.4800
6,487,452
RMB
71
4.3648
312
HKD
2,778
3.6730
10,202
JPY
75,180
0.2763
20,772
EURO
33 35.0200
1,157

Note: The foreign currencies denominated in the non-functional currencies of the consolidated entities include items that have been eliminated in the consolidated financial statements for inter-group transactions.

Due to the variety of functional currencies of the Consolidated Company, information on exchange gains and losses on monetary items is presented on a consolidated basis. Foreign currency exchange gains and losses (including realized and unrealized) amounted to a loss of $148,338 thousand and a loss of $308,515 thousand in fiscal 2021 and 2020, respectively.

  • (2) Sensitivity analysis

The Consolidated Company's exchange rate risk arises mainly from cash and cash equivalents denominated in foreign currencies, financial assets at FVTPL, accounts receivable and other receivables, other financial assets, short-term loans, accounts payable and other payables, which generate foreign currency exchange gains or losses upon translation. As of December 31, 2021 and 2020, when NTD depreciates or appreciates by 1% against the foreign currencies held by the Consolidated Company, with all other factors held constant, net income after tax would increase or decrease by $62,134 thousand and $49,542 thousand for year 2021 and 2020, respectively. The same basis was used for the analysis of both periods.

4. Market risk—changes in interest rates

The interest rate risk of the Consolidated Company mainly comes from the bank deposit and short-term loan of floating rate, so the interest rate change will cause the effective interest rate of bank deposit and short-term loan to change accordingly, and the future cash flow will fluctuate.

The following sensitivity analysis is based on the risk of interest rate shocks reported by financial instruments on the date of coverage. For floating rate liabilities, the analysis is based on the assumption that the reported amount of daily outstanding liabilities is current throughout the year. The rate of change used by the Consolidated Company in reporting interest rates to the main management is 1% up or down, which represents the management’s assessment of the reasonable range of possible interest rate changes.

The Consolidated Company’ financial assets with variable interest rates as of December 31, 2021 and 2020 were NT$2,472,303 thousand and NT$2,262,409 thousand, respectively, and its financial liabilities were NT$14,805 thousand and NT$23,996 thousand, respectively. If interest rates had increased or decreased by 1%, the Consolidated Company’ net income would have increased or decreased by NT$19,660 thousand and NT$17,907 thousand for year 2021 and 2020, respectively, with all other variables held constant.

  1. Market risk—fair value

  2. (1) Fair value and carrying amount

The management of the Consolidated Company believes that non-derivative short-term financial instruments should be estimated at their fair value based on their book value on the balance sheet, and that their book value should be a reasonable basis for the estimated fair value because of the near expiry date of such commodities. This method is applied to cash and equivalent cash, notes receivable and payable, accounts receivable and payable, other receivables and payables, deposit margin and short-term borrowings.

In addition to the above financial instruments, the fair value and book value information of the remaining financial instruments and investment real estate of the Consolidated Company on the financial reporting date are as follows:

187

Notes to the Consolidated Financial Statements of Lotes Co., Ltd. and Subsidiaries

Measured at fair value:
Financial assets:
Financial assets measured at
FVTPL
Financial assets measured at
FVTOCI
Not measured at fair value
Non-financial assets:
Investment property
Dec. 31, 2021
Book value
$ 157,494
31,459
335,869
  • (2) The evaluation techniques used to determine fair value are as follows

  • A. When financial assets are quoted publicly in an active market, this market price is the fair value. When market prices are not available, estimates are made by reference to quoted counterparties or using valuation techniques. The estimates and assumptions used are consistent with the information used by market participants as estimates and assumptions in pricing financial instruments.

  • B. The fair value of investment properties is based on the evaluations of independent evaluators with recognized professional qualifications and recent experience in the area and type of investment properties evaluated.

  • (3) Fair value hierarchy

  • The following table analyzes the fair value hierarchy of financial instruments and

  • investment property by valuation. Each fair value hierarchy is defined as follows: A. Level 1: Publicly quoted prices (unadjusted) in an active market for identical assets or liabilities.

  • B. Level 2: Input parameters for an asset or liability are observable either directly (i.e., prices) or indirectly (i.e., derived from prices), except for publicly quoted prices included in Level 1.

  • C. Level 3: Inputs for the asset or liability that are not based on observable market data (unobservable parameters).

December 31, 2021
Measured at fair value:
Financial assets measured at
FVTPL
Financial assets measured at
FVTOCI
Not measured at fair value:
Investment property
December 31, 2020
Measured at fair value:
Financial assets measured at
FVTPL
Financial assets measured at
FVTOCI
Not measured at fair value:
Investment property
Level 1
$ 91,737
20,503
Level 2

-

-
Level 3
65,757
10,956
Total

157,494

31,459
188,953
466,940

122,960

22,136
145,096
467,325

$
112,240

-

76,713

$
-
-
466,940
$ 116,780
20,120

-

-

6,180
2,016
$
136,900
- 8,196

$
-
-
467,325
  • (4) Transfer between the Level 1 and the Level 2

The Consolidated Company does not have any transfers between 2021 and 2020. (5) Statement of changes in financial assets (liabilities) classified as Level 3 at fair value

Unit: NT$1,000

188

Notes to the Consolidated Financial Statements of Lotes Co., Ltd. and Subsidiaries

Name
Financial assets measured at FVTPL
Financial assets measured at FVTOCI
Name
Financial assets measured at FVTPL
Financial assets measured at FVTOCI
2021 Closing
balance
65,757
10,956
$ Opening
balance
6,180
2,016
Total profit or loss
Recognized
in profit or
loss
Recognized in
other
comprehensive
income
2,923
-
-
(5,460)
2,923
(5,460)
Incr ea s e
ransferred
to level 3
-
-
Decrease
Sales,
disposal or
settlement
(6,410)
-

Recognized
in profit or
loss
2,923
-
Issuance or
purchase
63,064
14,400
T

income

-
(5,460)
$
8,196
2,923
(5,460)

77,464
- (6,410)
76,713

2020

Closing
balance
6,180
2,016
$ Opening
balance
219,103
6,438
Profit or loss
Recognized in
other
comprehensive
Incr ea s e
ransferred
to level 3
-
-
Decrease
Sales,
disposal or
settlement
(219,103)
(4,860)
Recognized
in profit or
loss
6,180
-
Issuance or
purchase
-
-
T

income

-
438
$
225,541
6,180 438 - -
(223,963)

8,196

The above included gains and losses are reported in “other gains and losses” and “unrealized valuation gains (losses) on financial assets at FVTOCI”, which relate to assets still held as of December 31, 2021 and 2020 as follows:

Total gain or loss
Recognized in profit (losses) (reported in “other
gains and losses”)
Recognized in other comprehensive income
(reported in “unrealized valuation gains (losses) on
financial assets at FVTOCI”)
2021
$ 2,750

(5,460)
2020
6,180

85

(6) Quantitative information on fair value measurements of significant unobservable inputs (Level 3)

The Consolidated Company's financial assets measured at FVTPL classified as Level 3 fair value were NT$62,387 thousand and NT$6,180 thousand as of December 31, 2021 and 2020, respectively. Quantitative information is not disclosed because there is no active market for quoted prices but reference to counter-parties' quotes, and the relationship between significant non-observable inputs and fair values cannot be fully obtained in practice. The remaining quantitative information of significant non-observable inputs measured at fair value for Level 3 is listed below:

Item
Financial assets
measured at
FVTPL -
Embedded
derivatives - right
of redemption
Financial assets
measured at
FVTOCI -
investment in
equity instruments
with no active
market
Valuation
techniques
Binary tree
method for
pricing
convertible bond
Comparable
company analysis
Significant unobservable
inputs
‧Volatility on Dec. 31,
2021: 38.95%
‧Net market value
multiplier on Dec. 31,
2021: 2.05
‧Lack of marketability
discount on Dec. 31,
2021: 15.80%
Relationship between
significant
unobservable inputs
and fair value
‧The higher the
volatility, the
higher the fair
value
‧The higher the
multiplier, the
higher the fair
value
‧The higher the
discount for lack of
marketability, the
lower the fair value

" Net asset value ‧Net asset value

‧The fair value is positively

189

Notes to the Consolidated Financial Statements of Lotes Co., Ltd. and Subsidiaries

approach correlated

  • (7) Valuation process for fair value classified in Level 3

  • The Consolidated Company uses unobservable inputs for its fair value

  • measurements and classifies its fair value in Level 3. The source of the input value for this level is the price provided by reference to counterparty quotations or market comparable companies’ net market value multipliers, etc., and the relevant quotations and valuation information are appropriately maintained. The results are subsequently reviewed to ensure consistency with the valuation sources and the reasonableness of the valuation results.

  • (8) Sensitivity analysis of fair value to reasonably possible alternative assumptions for Level 3 fair value measurements

The Consolidated Company’s fair value measurements of financial instruments are reasonable, but the use of different valuation models or valuation parameters may result in different valuation results. For financial instruments classified in Level 3, if the valuation parameters are changed, the impact on the profit or loss or other comprehensive income for the period is as follows:

September 31, 2021
Financial assets measured at
FVTPL
Embedded derivatives - right of
redemption
Financial assets measured at
FVTOCI
Investments in equity
instruments with no active market
Input value Upward
or
downward
changes
Fair value changes
reflected in profit or
loss for theperiod
Fair value changes
reflected in profit or
loss for theperiod
Fair value changes
reflected in other
comprehensive income
Fair value changes
reflected in other
comprehensive income
Favorable
changes
Unfavorab
le changes
Favorable
changes
Unfavorab
le changes
Volatility
Stock price
Net market
value
multiplier
Lack of
marketability
discount
5%
10%
8%
8%
$ 2,527
1,030
-
-

(936)

(1,030)
-
-

-

-
136
136
-
-

(137)

(137)

Favorable and unfavorable changes in fair value represent fluctuations in fair value, which are calculated using valuation techniques based on various degrees of unobservable input parameters. If the fair value of a financial instrument is affected by more than one input, the above table reflects only the effect of changes in a single input and does not take into account the correlation and variability among the inputs.

  • (28) Financial risk management

  • The Consolidated Company is exposed to the following risks from the engagement of financial instruments:

(1) Credit risk

  • (2) Liquidity risk

(3) Market risk

This note presents the Consolidated Company’s risk information for each of these risks and the Consolidated Company’s objectives, policies and procedures for measuring and managing risk. For further quantitative disclosures, please refer to the respective notes to the consolidated financial statements.

2. Risk management structure

The Chairman has the sole responsibility for establishing and overseeing the Consolidated Company’s risk management structure and reports regularly to the Board on its operations.

190

Notes to the Consolidated Financial Statements of Lotes Co., Ltd. and Subsidiaries

The Consolidated Company’s risk management policy is designed to identify and analyze the risks faced by the Consolidated Company, to set appropriate risk limits and controls, and to monitor compliance with the risks and risk limits. The Consolidated Company develops a disciplined and constructive control environment through training, management guidelines and operating procedures to enable all employees to understand their roles and responsibilities.

The Board of Directors of the Consolidated Company oversees how management monitors compliance with the Consolidated Company’s risk management policies and procedures and reviews the appropriateness of the Consolidated Company’s risk management framework in relation to the risks it is exposed to. Internal auditors assist the Consolidated Company’s Board of Directors in its oversight role. These personnel conduct regular and exceptional reviews of risk management controls and procedures and report the results of these reviews to the Board of Directors.

3. Credit risk

Credit risk is the risk of financial loss arising from the failure of the Consolidated Company’s customers or counterparties to fulfill their contractual obligations, mainly from the Consolidated Company’s accounts receivable from customers and investments in securities.

(1) Accounts receivable and other receivables

The Consolidated Company’s credit risk exposures are primarily depended on each customer’s individual circumstances. However, management also considers statistical information about the Consolidated Company’s customer base, including the risk of default in the customer’s industry and country, as these factors may affect credit risk. Approximately 76% and 80% of the Consolidated Company’s revenue for 2021 and 2020, respectively, were derived from sales to customers in Mainland China, which resulted in a significant concentration of regional credit risk.

The Consolidated Company has established a credit policy whereby the Consolidated Company is required to analyze the credit rating of each new customer individually before granting standard payment and delivery terms. Credit sales limits are established on an individual customer basis and are reviewed periodically; customers who do not meet the Group’s benchmark credit rating may only transact business with the Consolidated Company on a pre-collection basis.

In monitoring customers’ credit risk, customers are grouped according to their credit characteristics, including whether they are individuals or legal entities, age of accounts, maturity dates and pre-existing financial difficulties. The Consolidated Company maintains a Provisions account to reflect estimates of losses on accounts receivable and other receivables.

(2) Use of funds

The Consolidated Company’s investments in equity securities are placed through a centralized trading market and therefore have no significant credit transaction risk.

The credit risk of bank deposits, fixed income investments and other financial instruments is measured and reported to the Chairman of the Board of Directors by the Consolidated Company’s finance department. Since the Consolidated Company’s counterparties are creditworthy banks and financial institutions with investment grade or above, there are no significant performance concerns and therefore no significant credit risk.

4. Liquidity risk

Liquidity risk is the risk that the Consolidated Company will not be able to deliver cash or other financial assets to settle its financial liabilities and will not be able to meet its related obligations. The Consolidated Company’s approach to manage liquidity risk is to ensure that the Consolidated Company has sufficient liquidity to meet its liabilities as they fall due under normal and stressful circumstances and that there is no risk of unacceptable loss or damage to the Consolidated Company’s reputation. In addition, the Company has entered into unused borrowing lines totaling $2,263,801,000 as of December 31, 2021 to cover unanticipated payments.

5. Market risk

Market risk is the risk that changes in market prices, such as changes in exchange rates, interest rates, and prices of equity instruments, will affect the Consolidated Company’s revenue or the value of financial instruments held by the Consolidated Company. The objective of market risk management is to manage the exposure to market

191

Notes to the Consolidated Financial Statements of Lotes Co., Ltd. and Subsidiaries

risk to an acceptable level and to optimize investment returns.

The Consolidated Company engages in derivative transactions in order to manage market risk. All transactions are executed in accordance with the guidelines of the Board of Directors.

(1) Exchange rate risk

The Consolidated Company uses derivative transactions to hedge exchange rate risk due to its exposure to exchange rate risk arising from sales and purchase transactions that are not denominated in each Group Enterprise’s functional currency. Gains or losses on foreign currency assets and liabilities arising from changes in exchange rates are largely offset against natural hedges. Derivative transactions can help the Company reduce, but still not completely eliminate, the impact of changes in foreign currency exchange rates.

The Consolidated Company periodically reviews individual foreign currency assets and liabilities for exposures and hedges against such exposures.

(2) Interest rate risk

The Consolidated Company’s interest rate risk arises primarily from variable rate bank deposits and short-term loans, and changes in interest rates will cause future cash flows to fluctuate as the effective interest rates on bank deposits and short-term loans change.

(3) Equity instrument price risk

If the price of equity securities changes at the reporting date (the same basis is used for both periods of analysis and other changes are assumed to be constant), the effect on the consolidated profit and loss items would be as follows:


Price of securities on
reporting date
Up by 1%
Down by 1%
Other
comprehensive
income after
tax
$
315
Other
comprehensi
ve income
after tax
221
$
(315)
(917) (221)
(1,168)

(29) Capital management

It is the Board’s policy to maintain a sound capital base to maintain the confidence of investors, creditors and the market and to support the development of future operations. Capital consists of the Consolidated Company’s share capital, capital surplus and retained earnings. The Board of Directors controls the rate of return on capital and also controls the level of dividends on ordinary shares.

In order to maintain or adjust its capital structure, the Consolidated Company may adjust dividends paid to shareholders, reduce capital to refund shareholders, issue new shares or sell assets to settle liabilities.

The Consolidated Company controls its capital on a debt-to-capital ratio basis. The ratio is calculated by dividing net debt by total capital. Net debt is total liabilities less cash and cash equivalents as shown on the balance sheet. Total capital represents all components of equity (i.e., equity, capital surplus, retained earnings and other equity) plus net debt. The debt-to-capital ratio at the reporting date is as follows:


debt-to-capital ratio at the reporting date is as follows:

Total liabilities
Less: Cash and cash equivalents
Net liabilities
Total equity
Debt-to-capital ratio
Dec. 31, 2021
$ 8,364,687
(3,303,062)
Dec. 31, 2020
4,803,336
(2,949,412)
1,853,924
14,479,559
11.35%

$
5,061,625

$
18,054,704

21.90%

(30) Investment and fund-raising activities for non-cash transactions

Please refer to Notes VI (8) and VI (15) for information on the Consolidated Company’s non-cash trading investments and fundraising activities for Right-of-use assets acquired under leases in 2021 and 2020.

The reconciliation of the Consolidated Company’s liabilities from fundraising activities for the years ended December 31, 2021 and 2020 was as follows:

Non-cash changes

Jan. 1, 2021 Cash flow Other Changes in Changes in Dec. 31,

192

Notes to the Consolidated Financial Statements of Lotes Co., Ltd. and Subsidiaries

Short-term loans
Bonds payable
Long-term loans (including
long-term loans – current
portion)
Lease liabilities
Total liabilities from
financing activities
$ -
1,147,192
-
-
1,152,983
(241,056)
23,996
20,409
-
176,250
(374,960)
705,622
exchange
rate
fair value 2021

-
-
-

-
1,142,178
911,927
44,405
506,589
(5,014)

-
-

(323)



$
200,246
1,945,624
464,566



(5,337)


-

2,605,099



Short-term loans
Long-term loans (including
long-term loans – current
portion)
Lease liabilities
Total liabilities from
financing activities
Jan. 1, 2020
Cash flow
Non-cash changes
Other
Changes in
exchange
rate
Changes in
fair value
Dec. 31,
2020
$ 29,980
(67,145)
-
(105,548)
155,411
(116,630)

36,680
485
-
-

129,544
-
-
23,996

135,013
2,456
-
176,250


$
185,391
(289,323)




301,237
2,941
-
200,246



VII. Related Party Transactions

(1) Parent company and ultimate controller: The Company is the ultimate controller of the Consolidated Company and the Consolidated Company’s subsidiaries.

  • (2) Names and relationships of related parties

The related parties that had transactions with the Company during the period covered by these consolidated financial statements are as follows:

Name of related parties Relationship with the Company De Chuang Investment Co., Ltd. Substantial related party Key management personnel Including the directors, supervisors, managers and their families and spouses

(3) Material transactions with the related parties

1. Lease

The Consolidated Company leases warehouses from major management personnel and enters into one-year lease contracts with a total value of $60,000,000 with reference to the neighboring warehouse rental quotes. The interest expenses of $1,000 and $1,000 were respectively recognized in 2021 and 2020, and the balance of Lease liabilities as of December 31, 2021 and 2020 were respectively $59,000 and $0.

  1. Acquisition of equity in subsidiaries

Type/name of related
party
Major management
He, Xiu-lan

Subject of transaction
Lerain Technology Co., Ltd.
Number of
shares

547,059
Acquisition
price
2021
$
5,471

3. Loans from related parties

The Consolidated Company's loans from related parties bear interest at 2% per annum on pledges of fixed deposits with financial institutions in the year in which each such related party appropriated funds, and were fully repaid as of December 31, 2021, with interest expense of $128 thousand recognized from January 1 to December 31, 2021. (4) Major management personnel transactions

Related compensation includes:

2021

2020

193

Notes to the Consolidated Financial Statements of Lotes Co., Ltd. and Subsidiaries

Short-term employee benefits
Post-employment benefits
Share-based payment
$ 98,944
60,584
1,191
1,271
2,087
-

$
102,222
61,855

VIII. Pledged Assets

The carrying value of the assets pledged as collateral by the Consolidated Company was as follows:

Name of asset
Property, plant and equipment
Dec. 31, 2021
$
80,278
Dec. 31, 2020
66,669

IX. Significant Contingent Liabilities and Unrecognized Contractual Commitments

  • (1) Significant unrecognized contractual commitments:

  • The Consolidated Company had outstanding contracts for significant construction of

  • plants amounting to approximately RMB150,683 thousand as of December 31, 2021.

  • The Consolidated Company had outstanding contracts for the purchase of land use

  • rights amounting to approximately VND70,227,346 thousand as of December 31, 2021. The Consolidated Company had outstanding information system related contracts

  • amounting to approximately $10,969 thousand as of December 31, 2021.

  • (2) The issuance of guarantee notes for bank loans, financing lines and derivative financial commodity transactions:

Dec. 31, 2021 Dec. 31, 2020 $ 2,268,620 1,570,240

Guaranteed notes

X. Significant Disaster Loss: None.

XI. Significant Post-Period Events: None.

194

Notes to the Consolidated Financial Statements of Lotes Co., Ltd. and Subsidiaries

XII. Others

(1) Employee benefits, depreciation, depletion, and amortization functions are summarized below:


below:
Function
Nature

2021
2020
Operation
cost
Operation
expense
Total Operation
cost
Operation
expense
Total
Employee benefit
expense
Salary expenses
Labor insurance and
health insurance
expenses
Pension expenses
Compensation of
directors
Other employee
benefit expenses
Depreciation expense
Amortization expense
4,215,950
513,460
3,000
-
221,901
1,061,293
1,815
1,456,287

124,617

12,903
6,425

123,735

462,545

49,682
5,672,237

638,077

15,903

6,425

345,636
1,523,838

51,497
2,437,836

293,851

2,346

-

230,646

809,329

3,390
1,131,903

93,414

11,219
5,934

113,636

375,469

23,681
3,569,739

387,265

13,565

5,934

344,282
1,184,798

27,071

(2) Seasonality of operations:

The Company’s operations are subject to seasonal fluctuations due to the downstream computer industry.

XIII. Disclosing Information

(1) Major transaction details

In accordance with the Guidelines Governing the Preparation of Financial Reports by Securities Issuers, the Company should disclose the following information about major transactions for year 2021:

1. Capital lending to others:

Unit: NT$1,000/1,000 in foreign currency

No. Lender Borrower Item Related
party

Max amount
for the
period

Closing
balance
Actual
amount

Interest
rate

Nature of
the
lending
(Note 1)

Transactio
n amount
Purpose for
lending

Allowance
for bad
debt

Collateral

Collateral
Lending
limit for
single party
(Note 2)

Overall
lending
limit
(Note 2)
Name Value
0
The
Company
Lotes
Guangzhou
Co.,Ltd.

Internal
transaction
Yes 219,365
(RMB50,000)


217,35
(RMB50,000)
5

-
5% 2 -
Working
capital
- None
-
3,372,496 6,744,992
  • Note 1: The following are the descriptions of the funds lending.

  • (1) Those who have business dealings.

  • (2) When there is a need for short-term financing.

  • Note 2: The amount of the Company’s financing to a single party shall not exceed 20% of the Company’s net worth.

  • The total amount of funds lent by the Company to others shall not exceed 40% of the Company’s net worth.

2. Endorsement:

Unit: NT$/foreign currency 1,000

No.
Endorseme
nt provider

Endorsee

Endorsee
Ceiling on
amount of
endorsement
for an
enterprise
(Note 2)

Balance of
the ceiling
endorsement
fee in the
period

Ending
balance of
the
endorsement
fee

Amount
actually
used
Amount of
endorsemen
t backed by
assets
Percentage of the
accumulated
amount of
endorsement in
the net value of
current financial
statement (%)

Ceiling on
amount of
endorsement
(Note 2)

Endorsement
made by
parent
company to
subsidiary


Endorsement
made by
subsidiary to
parent
company


Endorseme
nt made to
any party
in
Mainland
China
Company
Name
Relatio
nship
(Note 1)
0
0

The
Company

"
REKA
Technology
Co., Ltd.
Lotes
Guangzhou
2
2
3,372,496
3,372,496

311,800

501,300
(USD18,000)

311,800


498,240
(USD18,000)

-


274,032
-

-
1.85%
2.95%
8,431,241
8,431,241

Y

"
N
"
N
Y
195

Notes to the Consolidated Financial Statements of Lotes Co., Ltd. and Subsidiaries

0
1
2
2

"

Lotes Gu

Lintes
Technology
Co., Ltd.

"
Co., Ltd.
Lerain
Technology
Co., Ltd.
aREKA
Technology
Co., Ltd.

Lintes
Technology
(Suzhou) Co.,
Ltd.
Genie
Precision
Machine Co.,
Ltd.
2
1
2
2
3,372,496
1,348,251
846,831
846,831

100,000

85,605
(USD3,000)

114,140
(USD4,000)

126,600

100,000


83,040
(USD3,000


-

126,600

-

)
-
-

44,405
-
-
-

-
0.59%
1.23%
-
7.47%
8,431,241
3,370,628
1,693,662
1,693,662

"

N

"

"
"
"
"
"
N
N
Y
N

Note 1: There are seven types of relationship between the Endorser and Endorsee, which can be marked:

(1) Companies with business dealings.

  • (2) Companies in which the company directly and indirectly holds more than 50% of the voting rights.

  • (3) Companies that hold more than 50% of the voting rights in the company, both directly and indirectly.

(4) The Company owns, directly and indirectly, more than 90 percent of the voting shares.

  • (5) Company that is mutually insured under a contract between its peers or co-manufacturers based on the need to perform the work.

(6) Company in which all of the contributory shareholders have given their endorsement in proportion to their shareholding in the joint venture.

(7) Intercompany performance guarantees and guarantees for pre-sale contracts in accordance with the Consumer Protection Act.

  • Note 2: (1) The amount of the Company’s guarantee for a single corporate endorsement shall not exceed 20% of the net worth of the Company.

  • The aggregate amount of the Company’s guarantees under external endorsement shall not exceed 50% of the net worth of the Company.

  • (2) The amount of Lotes Guanghou Co., Ltd’s guarantee for a single corporate endorsement is limited to not more than 20% of the net worth of the company.

The aggregate amount of Lotes Guanghou Co., Ltd’s external endorsement guarantees is limited to an amount not exceeding 50% of the Company’s net worth.

  • (3) The amount of Lintes Technology Co., Ltd.’s guarantee for a single corporate endorsement is limited to not more than 50% of the net worth of the company.

The aggregate amount of Lintes Technology Co., Ltd.’s external endorsement guarantees is limited to an amount not exceeding 100% of the Company’s net worth.

  1. Securities held at the end of fiscal period (excluding the equity of controlled by subsidiaries, affiliated companies, or joint company):

Unit: NT$ 1,000

Holding
company
Category and name
of security
Relationship with the
issuer of the security

Accounting item
End of the period End of the period End of the period End of the period Maximum
shareholding or
capitalization in
the period
Remark
Shares Book value Shareholding
ratio

Fair value
Lotes Co.,
Ltd.



"

Jiayu
Investment
Co., Ltd.



"



"


"


"



"


"

SteadyBeat
Technology
Corporation
G-sau Co.,Ltd
Grand-Tek
Technology Co.,
Ltd.
TAIDOC
TECHNOLOGY
CORP.
LIAN HONG ART
CO., LTD.
Patec Precision
Industry Co., Ltd.
OTO
PHOTONICS,
INC.
LUCEMITEK CO.,
LTD.
RADINET
COMMUNICATIO
None

"
"

"
"
"
"

"
"
Financial assets
measured at
FVTOCI -
non-current
"
Financial assets
measured at
FVTPL - current
"
"
"
"
"
"
950,000
300,000
382,980
25,000
1,017,000
477,000
1,368,800
1,169,977
600,000

8,545

955

22,251

4,538

51,592

13,356

-

-

-

9.90 %

13.64 %

1.56 %

0.03 %

2.94 %

1.04 %
4.57 %
17.33 %
26.25 %

8,545

955

22,251

4,538

51,592

13,356

-

-

-

9.90%

14.29%

1.56%

0.03%

2.98%

1.04%
4.57%
17.33%
26.25%







Note

Note

Note

196

Notes to the Consolidated Financial Statements of Lotes Co., Ltd. and Subsidiaries

"

Lintes
Technology
Co., Ltd.
NS INC.
AICP Technology
Corporation
Chailease Holding
Company Limited
Class A Preferred
Shares
"

"
Financial assets
measured at
FVTOCI -
current
Financial assets
measured at
FVTOCI -
non-current
400,000
202,000

1,456

20,503

5.33 %

0.13 %

1,456

20,503

5.33%

0.13%

Note: All of them were recognized in losses.

  1. The cumulative purchase or sale of the same securities amounted to at least NT$300 million or 20% of the paid-in capital: None.

197

Notes to the Consolidated Financial Statements of Lotes Co., Ltd. and Subsidiaries

  1. Acquisition of real property amounting to NT$300 million or 20% or more of the paid-in capital:
paid-in capital: paid-in capital: paid-in capital:
Unit: NT$1,000
The company
which acquired
the property
Name of
asset
Date of
occurrence
Amount of
transaction
(Note 2)
Payment
condition
(Note 2)
Counterparty of
transaction
Relation
If the counterparty is a related party, the
information of its previous transfer shall be
provided
Reference
for pricing
Purpose of
the
acquisition
and the
condition
of use


Other
agreed
matters
Owner Relationship
with the
**issuer **

Date of
transfer
Amount
Lotes Zhongshan
Co., Ltd.
Lotes Hengnan
Co., Ltd.
Lotes Viet Nam
CO., Ltd.
Lintes
Technology Co.,
Ltd.

Plant (Note 1)

Land use
rights
Lands and
buildings in
parcel number
1159,
Jiankang Rd.,
Zhonghe
Dist., New
Taipei City
2017.10 ~
2021.12
2019.10 ~
2021.12
2021.01.11

2020.12.16
1,698,815
344,644
299,921
237,700
1,081,382
307,045
215,648
237,700
Chongqing
Chuangyou
Construction
Group, etc.

GREEN i-PARK
CORPORATION
Natural person
None
"
"
"
-
-
-
-
-
-
-
-
-
-
-
-
-

-
-

-
Tendering

Negotiation
Appraisal
report from
an appraisal
firm
Constructio
n of
self-use
plant



Office
(Note 3)
None

Note 1: Build the factory by own contracting committee.

Note 2: The conversions were made at the exchange rates prevailing on the balance sheet date.

Note 3: To be used as an office after the decoration is completed.

  1. Disposal of real property amounting to NT$300 million or 20% or more of paid-in capital: None.

198

Notes to the Consolidated Financial Statements of Lotes Co., Ltd. and Subsidiaries

  1. The amount of sales to or from related parties is at least $100 million or 20% of the paid-in capital:

Unit: NT$ 1,000

The company
which purchases
(sells) products
Name of transaction
counterparty
Relationship Transaction status Transaction status Transaction status Transaction status Situation and reason for
the conditions of
transaction to be
different from the
ordinary ones
Situation and reason for
the conditions of
transaction to be
different from the
ordinary ones
Notes and accounts
receivable (payable)
Notes and accounts
receivable (payable)

Remark
Purchases
(sales)
Amount Percentage
in total
goods
purchased
(sold)
Credit
period
Unit
price
Credit period Balance Percentage
in the notes
and accounts
receivable
(payable)
Xincheng
Development
Co., Ltd.
"
REKA
Technology Co.,
Ltd.
"
"
"
"
"
Lotes
Guangzhou Co.,
Ltd.
"
"
"
Lintes
Technology
(Suzhou) Co.,
Ltd.
Lotes HengNan
Co., Ltd.
"
Zongka
Technology
(Shenzhen) Co.,
Ltd.
Shenzhen DeYi
Automation
Equipment Co.,
Ltd.
The Company
Lotes Suzhou Co.,
Ltd.
The Company
Lotes Guangzhou Co.,
Ltd.
Lotes HengNan Co.,
Ltd.
"
Lotes Zhongshan Co.,
Ltd.
Guangzhou Leside
Technology Co., Ltd.
REKA Technology
Co., Ltd.
Lotes Hengnan Co.,
Ltd.
Zhongshan Dezhi
Metal Surface
Treatment Co., Ltd.
Lotes Zhongshan Co.,
Ltd.
Lintes Technology
Co., Ltd.
Shenzhen DeYi
Automation
Equipment Co., Ltd.
Zongka
Technology
(Shenzhen) Co., Ltd.
Guangzhou Leside
Technology Co., Ltd.
"
Subsidiary

The
surrogate
parent
company are
the same
parent
company
Subsidiary


The
surrogate
parent
company are
the same
parent
company
"
"

"

"

"

"
"
"
Subsidiary

The
surrogate
parent
company are
the same
parent
company

"
"

"
Net revenue
from the
goods sold
Net expense
from the
goods
purchased
Net revenue
from the
goods sold
Net expense
from the
goods
purchased
"
Net revenue
from the
goods sold
Net expense
from the
goods
purchased
Net revenue
from the
goods sold
Net expense
from the
goods
purchased
"
"
"
Net revenue
from the
goods sold
"
"
Net expense
from the
goods
purchased
"


1,379,153


1,436,269


10,140,753


10,115,863
667,963


450,692


2,555,583


1,143,684


2,328,977
377,560
191,278
118,523


1,841,200
371,002
158,660


828,419
365,906

95.70 %

99.67 %

74.41 %

75.65 %

5.00 %

3.31 %

19.11 %

8.55 %

31.67 %

5.13 %

1.81 %

1.12 %

96.35 %

28.40 %

12.15 %

79.75 %

41.26 %
Settled in 90
days
"
"
"
"
"
"
"
"
"
"
"
"
"
"
"
"

-

-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
No significant
difference
"
"
"

"
"
"
"
"
"
"
"
"
"
"
"
"
383,959
(404,902)
1,060,674
(1,258,218)
(76,311)
103,230
(392,990)
570,213
(760,781)
(37,829)
(36,443)
(54,089)
342,051
147,002
75,925
(380,925)
(144,442)

94.51%

(99.41)%

30.04%

(51.39)%

(3.12)%

2.92%

(16.05)%

16.15%

(42.14)%

(2.10)%

(2.02)%

(3.00)%

96.10%

36.51%

18.86%

80.22%

(42.37)%

199

Notes to the Consolidated Financial Statements of Lotes Co., Ltd. and Subsidiaries

8. Amounts due from related parties amounting to at least NT$100 million or 20% of

paid-in capital:

paid-in capital: paid-in capital: paid-in capital: paid-in capital: paid-in capital:
Unit: NT$1,000
Related party with accounts
receivable by the Company
Name of
transaction
counterparty

Relationship
Balance of
receivables
from the
related party
Turnover
ratio
Past due receivables from the
related party
Amounts due
from related
parties recovered
after the period

Allowance for
losses
Amount Handling
Xincheng Development Co.,
Ltd.
REKA Technology Co., Ltd.
"

"

"

"

Lotes Suzhou Co., Ltd.
Good Hope Investments
Limited
Lotes Guangzhou Co., Ltd.
"

Lotes Zhongshan Co., Ltd.

Lotes Hengnan Co., Ltd.

Guangzhou Leside Technology
Co., Ltd.
"

Lintes Technology (Suzhou)
Co., Ltd.
The Company
"
Lotes
Guangzhou
Co., Ltd.
Lotes
Hengnan Co.,
Ltd.
Lotes
Zhongshan
Co., Ltd.
Guangzhou
Leside
Technology
Co., Ltd.
Xincheng
Development
Co., Ltd.
REKA
Technology
Co., Ltd.
"

Lotes
Zhongshan
Co., Ltd.
REKA
Technology
Co., Ltd.
Shenzhen
DeYi
Automation
Equipment
Co., Ltd.

Zongka
Technology
(Shenzhen)
Co., Ltd.
Shenzhen
DeYi
Automation
Equipment
Co., Ltd.
Lintes
Technology
Co.,Ltd.
Subsidiary

The surrogate
parent
company are
the same
parent
company




Parent
company
The surrogate
parent
company is
the same
parent
company

The surrogate
parent
company is
the same
parent
company



Subsidiary
383,959
1,060,674
760,781
103,230
161,474
570,213
404,902
855,894
1,258,218
647,560
392,990
147,002
380,925
144,442
342,051

4.10

7.27

4.38

4.92

-

4.01

4.03

-

8.40

-

8.95

2.93

4.35

5.07

5.15

-

-

-

-
-

-

-
-

-
-

-

-

-

-

-
102,440
1,060,665
194,533
29,101
-
-
105,428
-
1,045,129
-
304,480
34,353
79,486
31,809
342,051

-

-

-

-
-
-

-
-

-
-

-

-

-

-

-
  1. Engagement in derivative transactions: Please refer to Note VI (2) and (27).

200

Notes to the Consolidated Financial Statements of Lotes Co., Ltd. and Subsidiaries

  1. Business relationships and material transactions between parent and subsidiaries: Business relationships and significant intercompany transactions in 2021:

Unit: NT$ 1,000

No. Name Transaction with Relationship Transaction in 2021 Transaction in 2021 Transaction in 2021 Transaction in 2021
Subject Amount Term Operating revenue
Accounting for total
assets
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
The Company


"


"

"

"

"

"


"


"

"


"


"

"

"

"

"


"

"

"

"

"


"


"


"


"

"

"

"

Lotes Guangzhou Co.,
Ltd.

"

"

"

"

"
Lotes Guangzhou Co.,
Ltd.

"

"

"

"

"


"

"

"

"

"

"


"

"
Ememe Robot Co., Ltd.
Lintes Technology Co., Ltd.
"
"
"
"
Jiayu Investment Co., Ltd.
LOTES USA, INC.
"
LOTES EU GmbH
Xincheng Development Co.,
Ltd.
"
"
"
"
REKA Technology Co., Ltd.
"
"
"
"
Lotes Suzhou Co., Ltd.
Good News Medical Co.,
Ltd.
Lotes Guangzhou Co., Ltd.
Lerain Technology Co., Ltd.
"
"
"
Mikronpoint Co., Ltd.

REKA Technology Co., Ltd.
"
"
"
"
"

Lotes Suzhou Co., Ltd.
"
"
"
"
Lotes Hengnan Co., Ltd.
"
"
"
"
"
Zongka Technology
(Shenzhen) Co., Ltd.
"
"
1
1
1
1
1
1
1
1
1
1

1
1
1
1
1

1
1
1
1
1
1
1
1
1
1
1
1
1

3
3
3
3
3
3
3
3
3
3
3
3
3
3
3
3
3
3
3
3
Other receivables
Other income
Sales revenue
Net expense from
the goods
purchased
Accounts
receivable
Accounts payable
Other income
Administration
expense
Other payables
Administration
expense
Sales revenue
Net expense from
the goods
purchased
Accounts
receivable
Accounts payable
Promotion expense
Sales revenue
Net expense from
the goods
purchased
Accounts
receivable
Accounts payable
Promotion expense
Other income
Other income
Interest income
Accounts payable
Net expense from
the goods
purchased
Other receivables
Other income
Other income
Sales revenue
Purchases for the
period
Accounts
receivable
Accounts payable
Purchases of fixed
asset
Other receivables
Sales revenue
Purchases for the
period
Accounts
receivable
Accounts payable
Sales of fixed asset
Sales revenue
Purchases for the
period
Accounts
receivable
Accounts payable
Other receivables
Sales of fixed asset
Sales revenue
Purchases for the
period
Accounts

2,272
174
434
83,291
110

26,825
34
33,086
2,166
4,333
4,556
1,379,153
2,164

383,959

3,435
53,669
10,140,753
30,353

1,060,674

1
103
44
1,306

40,597
39,403

160
325
198
10,115,863
2,328,977
1,258,218

760,781
208,128

53,066
4,624
8,543
1,038

5,783

68
16,887
377,560
13,793

37,829

2,763

4,347
25,515
959
10,032

Same as general
transactions

"

"

"

"

"

"

"

"

"

"

"

"

"

"

"

"

"

"

"

"

"

"

"

"

"

"

"

"

"

"

"

"

"

Same as general
transactions

"

"

"

"

"

"

"

"

"

"

"

"

"
0.01%
-%
-%
0.39%
-%
0.10%
-%
0.15%
0.01%
0.02%
0.02%
6.45%
0.01%
1.45%
-%
0.25%
47.40%
0.11%
4.01%
-%
-%
-%
-%
0.15%
0.18%
-%
-%
-%
47.29%
11.86%
4.76%
2.88%
0.79%
0.20%
0.02%
0.04%
-%
0.02%
-%
0.08%
1.76%
0.05%
0.14%
0.01%
0.02%
0.12%
-%
0.04%

201

Notes to the Consolidated Financial Statements of Lotes Co., Ltd. and Subsidiaries

1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
2
2
2
2
2
2
2
2
2
2
2
2
2
2
2
2
2
3
3
3
3
3
3
3
3
3
3

"

"

"

"


"

"

"

"

"

"

"


"

"


"

"

"

"

"

"

"

"


"

"


"

"

"
Lotes Suzhou Co.,
Ltd.

"

"

"

"


"
Lotes Suzhou Co.,
Ltd.

"

"

"

"


"

"

"


"

"

"
REKA Technology
Co., Ltd.

"

"

"

"


"

"

"


"


"
"
"
"
Shenzhen DeYi Automation
Equipment Co., Ltd.
"
"
"
"
"
"
Lintes Technology (Suzhou)
Co., Ltd.
"
Lotes Zhongshan Co., Ltd.
"
"
"
"
"
"
"
Guangzhou Leside
Technology Co., Ltd.
"
Zhongshan Dezhi Metal
Surface Treatment Co., Ltd.
"
"
"
Xincheng Development Co.,
Ltd.
"
"
"
Zongka Technology
(Shenzhen) Co., Ltd.
"
Lintes Technology (Suzhou)
Co., Ltd.
"
"
"
Shenzhen DeYi Automation
Equipment Co., Ltd.
"
"
Lotes Zhongshan Co., Ltd.
"
"
"
Xincheng Development Co.,
Ltd.
"
"
"
Zongka Technology
(Shenzhen) Co., Ltd.
"
"
Good Hope Investments
Limited
Ememe Robot Co., Ltd.
Lotes Hengnan Co., Ltd.
3
3
3
3
3
3
3
3
3
3
3
3
3
3
3
3
3
3
3
3
3
3
3
3
3
3

3
3
3
3
3
3
3
3
3
3
3
3
3
3
3
3
3

3
3
3
3
3
3
3
3
3
3
receivable
Administration
expense
Other income
Sales of fixed asset
Sales revenue
Purchases for the
period
Accounts
receivable
Accounts payable
Other income
Other receivables
Sales of fixed asset
Sales revenue
Accounts
receivable
Sales revenue
Purchases for the
period
Accounts
receivable
Accounts payable
Sales of fixed asset
Purchases of fixed
asset
Other receivables
Other payables
Sales revenue
Accounts
receivable
Purchases for the
period
Accounts payable
Sales of fixed asset
Other receivables
Sales revenue
Purchases for the
period
Accounts
receivable
Accounts payable
Sales revenue
Accounts
receivable
Sales revenue
Accounts
receivable
Other income
Other receivables
Sales revenue
Purchases for the
period
Accounts
receivable
Sales revenue
Purchases for the
period
Accounts
receivable
Accounts payable
Sales revenue
Purchases for the
period
Accounts
receivable
Accounts payable
Sales revenue
Purchases for the
period
Other payables
Other payables
Accounts
receivable
Sales revenue
1,152
180

56
30,860
848
19,606

3
135

19

17
36,920
4,842
39,245
118,523
38,716

54,089

182,236
2,597

647,560
3,302
9
1
191,278

36,443

533

1
1,436,269
4,822
404,902

2,384
35,826
7,942
8,044
2,310
18,201

6,475
98,469
21
22,249
2,265
1,426
2,347

1,042
265
55,593
220

21,286
30,321
7,103
6,283
855,894
7,581
450,692

"

"

"

"

"

"

"

"

"

"

"

"

"

"

"

"

"

"

"

"

"

"

"

"

"

"

"

"

"

"

"

"

Same as general
transactions

"

"

"

"

"

"

"

"

"

"

"

"

"

"

"

"

"

"

"

"
-%
-%
-%
0.14%
-%
0.07%
-%
-%
-%
-%
0.17%
0.02%
0.18%
0.55%
0.15%
0.20%
0.69%
0.01%
2.45%
0.01%
-%
-%
0.89%
0.14%
-%
-%
6.71%
0.02%
1.53%
0.01%
0.17%
0.03%
0.04%
0.01%
0.09%
0.02%
0.46%
-%
0.08%
0.01%
-%
0.01%
-%
-%
0.26%
-%
0.08%
0.14%
0.03%
0.02%
3.24%
0.03%
2.11%

202

Notes to the Consolidated Financial Statements of Lotes Co., Ltd. and Subsidiaries

3
3
3
3
3
3
3
3
3
3
3
3
3
3
3
3
4
4
4
4
4
4
4
4
4
4
5
5
5
6
7
7
7
7
7
7
7
8
8
8
8
8
8
8
8
8
8
8
8
9
9

"

"

"

"


"

"


"

"

"

"

"


"

"


"

"

"
Lotes Hengnan Co.,
Ltd.

"

"


"

"


"

"

"


"

"
Lintes Technology
(Suzhou) Co., Ltd.

"

"
Lintes Technology
Co., Ltd.
Zongka Technology
(Shenzhen) Co., Ltd.

"

"

"

"

"


"
Lotes Zhongshan Co.,
Ltd.

"

"


"

"

"

"

"

"


"

"


"
Guangzhou Leside
Technology Co., Ltd.

"
"
"
"
Shenzhen DeYi Automation
Equipment Co., Ltd.
"
Lotes Zhongshan Co., Ltd.
"
"
"
"
Guangzhou Leside
Technology Co., Ltd.
"
Lotes Viet Nam Co., Ltd
"
"
"
Shenzhen DeYi Automation
Equipment Co., Ltd.
"
Zongka Technology
(Shenzhen) Co., Ltd.
"
Lotes Suzhou Co., Ltd.
"
"
Lotes Zhongshan Co., Ltd.
"
"
Lintes Technology Co., Ltd.
"
"
Genie Precision Machine
Co., Ltd.
Lotes Zhongshan Co., Ltd.
"
"
"
"
Guangzhou Leside
Technology Co., Ltd.
"
"
"
Shenzhen DeYi Automation
Equipment Co., Ltd.
"
"
"
"
"
Zhongshan Dezhi Metal
Surface Treatment Co., Ltd.
"
Lintes Technology (Suzhou)
Co., Ltd.
"
Shenzhen DeYi Automation
Equipment Co., Ltd.
"
3
3
3
3
3
3
3
3
3
3
3
3
3
3
3
3
3
3
3
3
3
3
3
3
3
3
3
3
3
3
3
3
3
3
3
3
3
3
3
3
3
3
3
3
3
3
3
3
3
3
3
Purchases for the
period
Accounts
receivable
Accounts payable
Sales revenue
Accounts
receivable
Sales revenue
Purchases for the
period
Accounts payable
Other receivables
Other payables
Sales revenue
Accounts
receivable
Sales revenue
Accounts
receivable
Purchases for the
period
Accounts payable
Sales revenue
Accounts
receivable
Sales revenue
Accounts
receivable
Sales revenue
Accounts
receivable
Purchases of fixed
asset
Sales revenue
Accounts
receivable
Purchases of fixed
asset
Sales revenue
Accounts
receivable
Accounts payable
Operating expense
Sales revenue
Purchases for the
period
Accounts payable
Administration
expense
Other payables
Purchases for the
period
Accounts payable
Sales revenue
Accounts
receivable
Sales revenue
Purchases for the
period
Accounts
receivable
Accounts payable
Sales of fixed asset
Other receivables
Accounts payable
Purchases for the
period
Sales revenue
Accounts
receivable
Sales revenue
Accounts
receivable
667,963
103,230

76,311
23,318
223
10,054
2,555,583

392,990

161,474
11,230
1,143,684
570,213
4,584
45,914
226

223
371,002
147,002
158,660
75,925
5,027
2,386
4,434
43,282
17,836
8
1,841,200
342,051

11,749

206
36
502

16
136
144
828,419

380,925
81,389
33,729
11,929
543
7,372

293

16

18

10,418
76,398
35,066
33,958
365,906
144,442

"

"

"

"

"

"

"

"

"

"

"

"

"

"

"

"

"

"

"

"

"

"

"

"

"

"

"

"

"

Same as general
transactions

"

"

"

"

"

"

"

"

"

"

"

"

"

"

"

"

"

"

"

"

"
3.12%
0.39%
0.29%
0.11%
-%
0.05%
11.95%
1.49%
0.61%
0.04%
5.35%
2.16%
0.02%
0.17%
-%
-%
1.73%
0.56%
0.74%
0.29%
0.02%
0.01%
0.02%
0.20%
0.07%
-%
8.61%
1.29%
0.04%
-%
-%
-%
-%
-%
-%
3.87%
1.44%
0.38%
0.13%
0.06%
-%
0.03%
-%
-%
-%
0.04%
0.36%
0.16%
0.13%
1.71%
0.55%

203

Notes to the Consolidated Financial Statements of Lotes Co., Ltd. and Subsidiaries

9
9

"

"
Chongqing Fuxinrui
Electronic Technology Co.,
Ltd.
"
1
1
Sales revenue
Accounts
receivable
939
1,013

"

"
-%
-%

Note 1: The number should be filled in as follows:

  1. 0 refer to parent company

  2. Subsidiaries are numbered by company, starting with the Arabic numeral 1. Note 2: The type of relationship with the counterparty is indicated below:

  3. Parent company to subsidiaries

  4. Subsidiaries to parent company

  5. Subsidiaries to subsidiaries

204

Notes to the Consolidated Financial Statements of Lotes Co., Ltd. and Subsidiaries

(2) Information on Reinvestment Business:

Information on the Company’s investees in 2021 was as follows (excluding investees in China):

China): China): China): China):
Unit: NT$1,000
Name of the
company
investing
Name of investee
company
Location Main business Initial investment amount
(Note 1)
Shares held at the end of the fiscal period
Maximum
shareholding or
capitalization in
the period


Gain/loss of
investee
company in
the fiscal
period
Gain/loss in
the investment
recognized in
the fiscal
period

Remarks
End of this
period
End of the
previous year

Shares
Percentage Book value
The Company
"
"
"
"
"
"
"
The Company
"
Lotes Investment
Ltd.
Good Hope
Investments
Limited
"
Guansi
Development
Co., Ltd.
Zhaxi
Investment Co.,
Ltd.
Jiayu Investment
Co.
"
"
"
Lintes
Technology Co.,
Ltd.
Lotes Investment
Ltd.
Good Hope
Investments Limited
Guansi
Development Co.,
Ltd.
Zhaxi Investment
Co., Ltd.
Jiayu Investment
Co.
Lotes USA, Inc.
LOTES EU GmbH
Lerain Technology
Co., Ltd.
Mikronpoint Co.,
Ltd.
Lotes Viet Nam
CO., Ltd.

Loteson
International
Investments Limited
Xincheng
Development Co.,
Ltd.
REKA Technology
Co., Ltd.
Jae You Co., Ltd.
Wangden
Investments Limited

Ememe Robot Co.,
Ltd.
Compertum
Microsystems Inc.
Good News Medical
Co., Ltd.
Lintes Technology
Co., Ltd.
Jiajun Investment
Co., Ltd.
Samoa

"
"
Anguilla
Taiwan
America
Germany
Taiwan
Taiwan
Vietnam

Hong Kong
Samoa
Hong Kong
"

"
Taiwan
"

"
"
"
Holding and
investment
"
"
"
General
investment
Market
development
Market
development
Chip design,
testing and sales
Manufacture
and sale of
machinery and
electronic
components
Manufacture of
connectors for
the information
industry,
communications
industry, and
consumer
electronics
industry
Holding and
investment
Sales of
connectors for
the information
industry,
communications
industry, and
consumer
electronics
industry
Sales of
connectors for
the information
industry,
communications
industry, and
consumer
electronics
industry
Holding and
investment
Holding and
reinvestment
Manufacture of
electrical and
audio-visual
electronic
products
Manufacture of
electronic
components
Manufacture
and sale of
machinery and
equipment,
electronic parts
and
components,
and optical
instruments
Manufacture of
electronic parts
and
components,
other electrical
and electronic
machinery and
equipment
General
investment
721,064
11,107
554,055
13,840
690,000
69,200
3,132

47,321
25,000

497,825
721,064

2,768

2,803
554,064
13,840
69,600
43,880
6,360
486,926
-

741,904

11,428

570,068

14,240

690,000

71,200

3,502

9,385

5,000

-

741,904

2,848

2,884

570,077

14,240

69,600

43,880

250

486,926
15,000

26,050,000

401,281

20,016,426

500,000

69,000,000

2,500,000

100,000

4,732,059

2,500,000
17,985,000

26,050,000

100,000

101,281

20,016,756

500,000

6,960,000

2,632,800

636,000

29,712,788

-
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
16.40%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
94.37%
31.25%
25.44%
52.13%
-%
6,513,504
1,575,778
2,656,135
159,758
1,112,641
75,270
3,674
37,790
19,312
470,627
6,741,273
1,300
718,561
2,684,343
159,758
(8,099)
18,210
5,100
882,867
-

100.00%

100.00%

100.00%

100.00%

100.00%

100.00%

100.00%

33.92%

100.00%

100.00%

100.00%

100.00%

100.00%

100.00%

100.00%

94.37%

35.34%

25.44%

52.13%
100.00%

1,393,504

82,839

453,193

38,981

70,861

(3,360)

(219)

(29,164)

(5,624)

(26,387)

1,393,504

(278)

83,117

435,193

38,981

(341)

(39,628)

(3,774)

174,032

(13)

1,331,683

82,839

426,750

38,981

69,007

(3,360)

(219)

(8,412)

(5,624)

(26,387)

1,393,504

(278)

83,117

435,193

38,981

(322)

(13,766)

(673)

90,719

(13)
Note 2

Note 2




Note 2










Note 2

205

Notes to the Consolidated Financial Statements of Lotes Co., Ltd. and Subsidiaries

"
"
"
"
Jilong Co., Ltd.
Genie Precision
Machine Co., Ltd.
Compertum
Microsystems Inc.
Lerain Technology
Co., Ltd.
Jilong Co., Ltd.
Rihui Co., Ltd.
"
"
"
Samoa
"
Manufacture
and sale of
optical molds
Manufacture of
electronic
components
Chip design,
testing and sales
Holding and
reinvestment
Holding and
reinvestment
164,833
14,620

5,471
137,016
137,016

164,833

14,620

-

140,976

140,976

14,671,000

877,200
547,059

4,950,000

4,950,000
60.00%
10.41%
1.90%
100.00%
100.00%
204,091
6,067
4,546
261,176
261,176

60.00%

11.77%

3.10%

100.00%

100.00%

29,024

(39,628)

(29,164)

30,332

30,332

16,556

(4,587)

149

1,147

1,147



Note 2
Note 2

Note 1: The original investment amount was converted into New Taiwan dollars using the exchange rate at the balance sheet date.

Note 2: Investment income recognized in the current period includes adjustments for unrealized gains or losses on intercompany transactions.

206

Notes to the Consolidated Financial Statements of Lotes Co., Ltd. and Subsidiaries

  • (3) Investment in Chinese Company:

  • Names of investee companies in Mainland China, major business activities, and other related information:

Unit: NT$ 1,000

Name of investee
company in
Mainland China
Main business Paid-in capital
(Note 3)
Method
of
investme
nt (Note
1)
Accumulated
investment
amount remitted
from Taiwan at
the beginning of
the fiscal period
(Note 3)
Remitted Recovered Accumulated
investment
amount remitted
from Taiwan at
the end of the
fiscal period (Note
3)

Gain/loss of
investee
company in the
fiscal period

Shareholdin
g ratio
Maximum
shareholding
or
capitalization
in the period
Gain/loss in
investment
recognized
in the fiscal
period (Note
2)

Carrying
amount of
investment at
the end of the
fiscal period
Investment
income
remitted
back to
Taiwan by
the end of
the fiscal
period
Lotes Guangzhou
Co., Ltd.
Lotes Suzhou Co.,
Ltd.
Zongka Technology
(Shenzhen) Co., Ltd.
Lotes HengNan Co.,
Ltd.
Lintes Technology
(Suzhou) Co., Ltd.
Shenzhen DeYi
Automation
Equipment Co., Ltd.
Lotes Zhongshan
Co., Ltd.
Zhongshan Dezhi
Metal Surface
Treatment Co., Ltd.
Hengnan Deyi
Property
Development Co.,
Ltd.
Zhongshan Jinmeida
Metal Surface
Treatment Co., Ltd.
Guangzhou Leside
Technology Co.,
Ltd.
Chongqing Fuxinrui
Electronic
Technology Co.,
Ltd.
Manufacture of connectors for the
information industry,
communications industry, and
consumer electronics industry
Manufacture of connectors for the
information industry,
communications industry, and
consumer electronics industry

Research and development of
electronic products, plastic
materials and products, and import
and export business

Manufacture of connectors for the
information industry,
communications industry, and
consumer electronics industry
Development and production of
optical communication
measurement instruments, optical
transceivers with speed of 10GB/S
and above, and provision of
technical services for the above
products
Production of industrial robots,
automation equipment and parts
Manufacture of connectors for the
information industry,
communications industry, and
consumer electronics industry, and
production of industrial robots,
automation equipment, and parts
thereof
Surface treatment for all kinds of
hardware and plastic products
Real estate development, housing
rental, landscape design and
interior decoration

Surface treatment for all kinds of
hardware and plastic products
Research and experiment and
development
Development and sale of
electronic components, automotive
parts and accessories, computers
and accessories, mold
development, and import and
export ofgoods and technology
739,056
553,302

13,840
962,883
137,016
108,678

1,869,253
265,173
99,983
29,473
20,431

6,955

(2)

(2)

(2)

(3)

(2)

(3)

(3)

(3)

(3)

(3)

(3)

(3)
705,840
553,302
13,840
-
137,016
-
-
-
-
-
-
-

-

-

-
-

-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
705,840
553,302
13,840
-
137,016
-
-
-
-
-
-
-

1,393,504

435,193

38,981
73,689

41,915
23,623
237,472
(539)
(54)
(962)
39,577
(1,555)

100.00%

100.00%

100.00%

100.00%

52.13%

100.00%

100.00%

100.00%

100.00%

100.00%

100.00%

51.00%
100.00%
100.00%
100.00%
100.00%
52.13%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
51.00%
1,331,683
426,750
38,981
91,432
6,636
23,623
234,472
(539)
(575)
889
39,577
(793)

6,513,462

2,656,082

159,758

1,288,404

161,083

134,271

2,155,532

249,292

98,249

96,050

57,105

1,448

-

-

-

-

-

-

-

-

-

-

-

-

Note 1: There are six types of investments:

  • (1) Investment in Chinese Corporation via Third Region Remittance.

  • (2) Establishment of a company to reinvest in a continental company through a third regional investment.

  • (3) Reinvest in Chinese companies by re-investing in existing companies in third regions.

  • (4) Direct Investment

  • (5) Others.

  • (6) NA.

  • Note 2: The investment gain or loss recognized in the current period has been reconciled with the unrealized gain or loss from intercompany transactions.

  • Note 3: The balance sheet date exchange rates are used to translate the paid-in capital and remittance of cumulative investment amounts into New Taiwan dollars.

  • Investment ceiling in Mainland China:

Name Accumulated amount remitted
from Taiwan at the end of the
fiscal period for investment in
Mainland China (Note 1)
Investment amount
approved by Investment
Commission, MoEA
(Note 1)

Investment ceiling in
Mainland China
according to the
regulations made by
Investment Commission,
MoEA

207

Notes to the Consolidated Financial Statements of Lotes Co., Ltd. and Subsidiaries

Lotes Co., Ltd. NT$1,272,982 thousand NT$1,415,013 thousand NT$10,117,489 thousand
Lintes
Technology Co.,
Ltd.
NT$137,016 thousand NT$137,016 thousand NT$1,016,197 thousand

Note 1: The conversions to NTD were made at the exchange rates prevailing on the balance sheet date. 3. Significant transactions with the investee companies in Mainland China:

Please refer to the “major transaction details” and “business relationship and significant transactions between the Company and its subsidiaries” for details of the significant transactions between the Company and its investee companies in Mainland China, directly or indirectly, for year 2021.

(4) Information on Major Shareholders:


ation on Major Shareholders:
Shares
Major Shareholders
Number of shares
held
Shareholding ratio
JinlingInvestment Co.,Ltd. 10,956,237 10.32%
Jiaming Investment Co., Ltd. 9,797,037
9.23%
2nd discretionary entrustment to investment account of Fuh
HwaInvestmentforNewLabor Pension Fund2018
7,530,222
7.09%

Note: (1) This table summarizes the principal shareholders’ information for the Company, based on the last business day of each calendar quarter, for the common and preferred shares of the Company for which the stockholders hold at least 5% of the Company’s outstanding common shares and treasury shares. The difference between the number of shares recorded in the financial statements and the number of shares for which the Company has completed the dematerialized shares may be due to differences in the basis of calculation.

  • (2) If the above information is related to a shareholder’s share held in a trust, it is disclosed in the client’s separate account of the trustee’s trust account. For shareholders who apply for declaration of internal shareholdings of more than 10% according to the Securities and Exchange Act, their shareholdings include their own shares plus shares held by them in the trust and have the right to decide on the use of trust property; please refer to Market Observation Post System for more information on the declaration of internal shareholdings.

XIV. Segmental Information

(1) General information

The Company’s main business is the trading of various hardware and tool parts, the manufacturing, processing and trading of various terminals and their finished connectors, the import and export trade of the preceding items, and the agency of the preceding items related to domestic and foreign manufacturers’ products in the tender quotation and distribution business.

(2) Information on reportable segment profit or loss, assets, liabilities and their measurement basis and reconciliation

The Consolidated Company’s major decisions are based on the performance appraisal and resource allocation by the production regions. After analysis, the two regions meet the conditions of consolidation into a single operating segment, therefore the Consolidated Company as a whole is a single operating segment, and the information of segment profit or loss, segment assets and segment liabilities are consistent with the financial statements.

(3) Product and labor provision information

The Consolidated Company’s revenue information from external customers is as follows:

Product and labor name 2021
$ 5,715,874
5,643,188
3,195,511
2,991,448
2,162,309
310,135
1,373,452
2020
Server
DT
NB
Strategic Projects
LINTES(High Speed Cable)
Automotive
Other
Total
4,371,102
4,740,378
2,779,981
2,384,341
2,131,004
119,130
765,396

$
21,391,917

17,291,332

208

Notes to the Consolidated Financial Statements of Lotes Co., Ltd. and Subsidiaries

(4) Geographical information

The geographical information of the Consolidated Company is as follows, where revenues are categorized based on the geographical location of customers and non-current assets are categorized based on the geographical location of assets.


the geographical location of assets.
Area
Revenue from external customers:
Taiwan
Mainland China
Other
Total
Non-current assets
Taiwan
Mainland China
Other
Total
2021
$ 2,370,643
16,171,822
2,849,452
2020
1,155,725
13,867,897
2,267,710

$
21,391,917

17,291,332

$ 1,011,079
7,842,858
420,677

776,383
5,258,620
46,069

$
9,274,614

6,081,072

Non-current assets include property, plant and equipment, right-of-use assets, investment property, intangible assets and other assets, but exclude financial instruments, deferred tax assets, and assets for retirement benefits.

209

VII. Review Analysis of Financial Position and Operating Performance and Risk Issues

1. Financial position

Unit: NT$ thousand

Item Year
2020
2021 Difference
Amount
Difference
Amount

%
Current assets 13,054,559
16,959,937

3,905,378
29.91%
Property, plant and equipment 4,495,974
6,882,186

2,386,212
53.07%
Intangible assets 155,510
205,584

50,074
32.20%
Other assets 661,820
822,486

160,666
24.28%
Total assets 19,282,895
26,419,391

7,136,496
37.01%
Current liabilities 4,580,880
7,004,306

2,423,426
34.60%
Non-current liabilities 222,456
1,360,381

1,137,925
511.53%
Total liabilities 4,803,336
8,364,687

3,561,351
74.14%
Share capital 1,034,779
1,059,779

25,000
2.42%
Capital reserves 3,958,247
5,283,698

1,325,451
33.49%
Retained earnings 9,101,114
11,200,170

2,099,056
23.06%
Other equity (594,972)
(682,333)

(87,361)
(14.68%)
Equity to the parent company 13,499,198
16,862,481

3,363,283
24.91%
Non-control equity 980,361
1,192,223

211,862
21.61%
Total of equity 14,479,559
18,054,704

3,575,145
24.69%

Main causes and effects of changes of more than 20% and amounting to NT$10 million:

1.Current assets: This is mainly due to the significant increase in accounts receivable and inventory in response to the increase in scale of operations

2.Property, plant and equipment: The property, plant and equipment was added mainly for the expansion of the scale of operations.

3.Intangible assets: The increase in intangible assets was mainly due to SAP ERP import coaching fees. 4.Total assets: mainly due to the increase in current assets and fixed assets as a result of the expansion of operations.

5.Other assets: The increase in other assets was mainly due to the increase in prepayments for equipment due to the expansion of operations of our mainland subsidiary.

6.Current liabilities: The increase in current liabilities was mainly due to the increase in short-term borrowings as a result of the continued growth in scale of operations.

7.Non-current liabilities: This is due to the provision of lease liabilities in accordance with the IFRS 16 designation.

8.Total liabilities: mainly due to the increase in short-term borrowings as a result of the continued growth in scale of operations and the processing of convertible bonds.

9.Capital surplus: mainly due to the issuance of a cash capital increase at a premium in 2021

10.Retained earnings: The increase in net income was mainly due to the growth in profitability.

11.Total equity attributable to owners of the parent company; mainly due to the growth in profitability and increase in net profit for the period, as well as the issuance of new shares in a negotiated cash capital increase. 12.Non-controlling interests: The increase in non-controlling interests is mainly due to the increase in profits and asset size of the reinvested companies.

13.Total equity: mainly due to the increase in profitability and asset size of the Company.

210

2. Operating performance

(1) Comparative analysis table of operating performance

Unit: NT$ thousand

Year Difference Difference
2020 2021
Item Amount %
Net operating revenue 17,921,332
21,391,917

3,470,585

19.37%
Operating cost 10,361,137
12,834,611

2,473,474

23.87%
Gross profit 6,930,195
8,557,306

1,627,111

23.48%
Operating expense 3,222,543
4,198,039

975,496

30.27%
Operating profit 3,707,652
4,359,267

651,615

17.57%
Non-operating income/expenses 37,650
180,931

143,281

380.56%
Net income before tax for
continuing operations
3,670,002
4,540,198

870,196

23.71%
Income tax (expense) benefit -834,413
-1,021,167

-186,754

22.38%
Net profit for the period 2,835,589
3,519,031

683,442

24.10%
Other comprehensive income 42,903
-84,179

-127,082

-296.21%
Total comprehensive income 2,878,502
3,434,852

556,350

19.33%
Net income attributed to
owners ofthe parent company
2,732,361
3,472,201

739,840

27.08%
Net income attributed to
non-controlling interest
103,228
46,830

-56,398

-54.63%
EPS 26.41
33.32

6.91

26.16%

Main causes and effects of changes of more than 20% and amounting to NT$10 million: 1.Operating costs: The increase in operating costs was mainly due to the increase in scale of operations in 2021 and the increase in raw material costs.

2.Gross profit: The increase in gross profit was mainly due to the increase in operating scale and improvement in manufacturing process in 2021.

3.Operating expenses: Mainly due to the increase in scale of operations and related expenses, as well as frequent research and development activities and salary adjustments for employees in Mainland China, the overall expenses increased significantly.

4.Operating profit: The increase in operating profit was mainly due to the increase in the scale of operations in 2021, which was higher than the increase in operating expenses, resulting in a significant increase in operating profit.

5.Non-operating income/expenses: This was mainly due to a significant increase in foreign exchange losses in 2021, resulting in a significant increase in non-operating income and expenses.

6.Net income before tax for continuing operations: This was mainly due to the increase in the scale of operations in 2021, which resulted in a significant increase in net income before tax.

7.Income tax (expense) benefit: This was mainly due to the increase in the scale of operations in 2021, which resulted in a significant increase in profitability and a relative increase in the provision for income tax.

8.Net profit for the period: This was mainly due to the increase in the scale of operations in 2021, which resulted in a significant increase in net profit for the period.

9.Total comprehensive income for the period: The increase in total comprehensive income for the period was mainly due to the increase in the scale of operations and the significant increase in profitability in 2020.

10.Net income attributed to owners of the parent company: The increase in net income attributed to owners of the parent company was mainly due to the increase in the scale of operations in 2021 and the significant increase in profitability.

11.Net income attributed to non-controlling interest: The Company's equity-method investee, Lintes Technology Co., Ltd. for 2020, has just made up for its loss and is not yet subject to income tax. However, while pretax earnings in 2021 were comparable to 2020, the decline in earnings after tax resulted in a decrease in earnings from non-controlling interests in minority interests.

12.EPS: The increase in EPS was mainly due to the increase in the scale of operations in 2021 and the significant increase in profitability.

211

3. Cash flow

  • (1) Analysis of changes in cash flows for the most recent years
of changes in cash flows for the most recentyears
Year
Increase (decrease)
Item 2020 2021
proportion %
Cash Flow Ratios 75.72
38.40

-49.29%
Cash flow fair value ratios 95.50
75.53

-20.91%
Cash reinvestment ratio 14.16
5.89

-58.40%
  • (1) Cash flow ratio (%): The decrease in cash flow ratio in 2021 was mainly due to the decrease in cash flow from operating activities and the significant increase in current liabilities.

  • (2) Cash flow adequacy ratio (%): The decrease in cash flow adequacy ratio in 2021 was mainly due to the decrease in cash flow from operating activities and the significant increase in capital expenditure on property and plant.

  • (3) Cash flow reinvestment ratio (%): Mainly due to the decline in cash flow fair ratio in 2021, which was mainly due to the decrease in cash flow from operating activities and the significant increase in capital expenditure on property and plant.

(2) Liquidity improvement plan:

The Company had a net cash inflow from operating activities in 2021 and therefore did not have a liquidity deficit that affected operating activities.

  • (3) Analysis of changes in cash flows in the coming year.

The Company's operating scale and profitability have grown steadily and is expected to maintain a steady net cash inflow from operating activities in the coming year. The Company will adjust its production and sales operations in response to the global economic situation, and take into account the future trend of product development to replace old equipment with new equipment, and expects that capital expenditures and working capital requirements will be met by its own funds; if there is still a need for funds, the Company will take into account market conditions and the cost of raising funds to effectively cover the need by borrowing from existing banks and raising funds through equity issuance.

  1. The impact of major capital expenditures in the most recent year on financial operations: None.

  2. The main reasons for the most recent annual reinvestment policy and profit or loss, improvement plans and investment plans for the coming year:

Unit: NT$ thousands

Name of Investing
Company
Investing
amount as
of
2021/12/31
Investing policy Investment
income
recognized
during the
period
Main reasons for gain or
loss
Improve
ment
plans
Other
investment
plans for
the future
Lotes Investment Ltd 721,064 Investment Company 1,331,683 Deepening and Expanding
Markets by investing
- -
JIA WANG
Investment INC.
11,107 Investment 82,839 Deepening and Expanding
Markets by investing
- -
Guan Si Development
INC.
554,055 Investment 426,750 Deepening and Expanding
Markets by investing
- -
JA XI Investment
INC.
13,840 Investment 38,981 Deepening and Expanding
Markets by investing
- -
JIA YU Investment
INC.
690,000 Investment 69,007 Deepening and Expanding
Markets by investing
- -
LOTES USA ,Inc 69,200 Business Maintenance and
Development
(3,360) Maintain customer
relationships
- -
LOTES EU Gmbh 3,132 Business Maintenance and
Development
(219) Maintain customer
relationships
Lerain Technology
Co., Ltd.
47,321 IC design, testing and sales (8,412) Still in its early stage of
establishment, the
operational benefits are not
yet visible
Mikronpoint Co., Ltd. 5,000 Manufacture and sale of
machinery and electronic
components
(5,624) Still in its early stage of
establishment, the
operational benefits are not
yet visible
LOTES Viet Nam
Co,Ltd
497,825 Connector manufacturing
for the information
industry, communications
industry and consumer
electronics industry
(26,387) Still in its early stage of
establishment, the
operational benefits are not
yet visible

212

  1. Analyze and assess the following risks for the most recent year and up to the date of publication of the annual report:

  2. (1) Effect of interest rates, exchange rate changes, inflation on the Company's profit or loss and future response measures:

  3. 1) Effect of interest rate changes on the Company's profit or loss and future response measures

    • Changes in the Company's interest income and expenditure for the last two years

Unit: NT$ thousands

Unit: NT$ thousands Unit: NT$ thousands
Item 2020 2021
Amount % Amount %
Operatingrevenue 17,291,332
100.00%
21,391,917 100.00%
Operating profit 3,707,652
21.44%
4,359,267 21.47%
Interest 10,180
0.06%

(14,310)
(0.07%)

The Company's interest income (expense) as a percentage of operating revenue and operating profit was insignificant and had no significant impact on profit or loss.

  • Future response measures

  • The Company has exclusive personnel to observe the fluctuation of the exchange rate from time to time, and intends to consider the effect of exchange rate changes when quoting prices; and to appropriately retain the foreign currency portion of sales revenue to meet the foreign currency purchase expenses in order to achieve the automatic hedging function.

  • The Company will adopt hedging strategies for derivative financial instruments, such as pre-sale or pre-purchase of forward exchange, in order to hedge the related exchange rate risk in order to minimize the impact of exchange rate changes on the Company's profit or loss, depending on the changes in the currency exchange market and currency exchange funds requirements.

  • (3)The effect of inflation on the Company's profit or loss for the most recent year and up to the date of publication of the Company's prospectus and future response measure:

The Company is always aware of market price fluctuations to determine its purchasing policies and maintains good interaction with its suppliers and customers, therefore there are no events that have a significant impact on inflation.

(2) Policies, principal reasons for gains or losses from engaging in high-risk, leveraged investing, lending of funds to others, endorsement guarantees and derivative transactions and future response measures: As of the end of 2021, the Company had loaned $0 thousand to others.

The Company recorded $910,040 thousand of guarantees for others at the end of 2021, which was to endorse bank loans for the working capital needs of its subsidiaries. The related loans and guarantees were performed in accordance with the "Control over Loans and Endorsements of Funds" established by the Company.

  • (3) Future R&D plans and estimated R&D costs:

Our future product development and design direction: board-to-board connectors will be designed for high-frequency high speed, small pitch, low height, SMT design volume minimization; I/O connectors will be designed for interface connectors Fine Pitch, thin design and high-frequency high speed; memory card connectors will be designed for integration of multi-card all-in-one design, enhance battery connector volume minimization and custom design; wireless network connectors with wireless network product development and design, computer peripheral connectors for consumer electronics (HDMI DVI phones), automotive, server, medical and communication connectors will also be the development focus.

In the coming year, the Company will not only continue to increase the investment in R&D expenses, but will also continue to improve the production efficiency with the accumulated R&D results in the long term in order to gain a competitive advantage in the market; in 2021, the Group's R&D expenses are expected to be approximately NT$2,000,000 thousand, which is expected to account for 8% of the current year's operating revenue.

  • (4) Effect of significant domestic and international policy and legal changes on the Company's financial operations and response measures:

The Company is always aware of important policy and legal changes in domestic and foreign countries, and takes the initiative to take appropriate measures in a timely manner. In recent years, the Company has not been subject to significant policy and legal changes both domestically and internationally that have materially affected its financial operations.

(5) Effect of technological and industrial changes on the Company's financial operations and response measures:

The Company has always been committed to technology research and development to improve yield and continues to innovate high value-added connector products, therefore, technology changes have a positive effect on the Company's financial business and the Company will continue to maintain its leading position in R&D and technology.

(6) Effect of corporate image changes on corporate risk management and response measures:

The Company adheres to the business philosophy of "teamwork, enthusiasm, efficiency, innovation" and has a good corporate image, and became a listed company in 2007 which is expected to attract more outstanding talents to enter the company's service, strengthen the strength of the operating team, and then return the operating results to the shareholders and fulfill the corporate social responsibility. So far, no incidents that damage the corporate image have occurred.

  • (7) Expected benefits and possible risks of mergers and acquisitions: None.

  • (8) Expected benefits and possible risks of plant expansion: None.

  • (9) Risk of concentration of imports or sales: None.

  • (10) Effects or risks on the issue that large numbers of shares are transferred or replaced by directors, supervisors or major

213

shareholders holding more than 10% of company shares: None.

  • (11) The effects and risks of changes in management on the Company: None.

  • (12) In the event of litigation or non-litigation, the Company and its Directors, Supervisors, Presidents, substantially responsible persons, majority shareholders holding more than 10% of the shares and affiliated companies shall disclose the material litigation, non-litigation or administrative dispute that has been adjudicated or is still pending, the outcome of which may have a material impact on shareholders' interests or the price of securities, the facts in dispute, the amount of the subject matter, the date of commencement of the litigation, the principal parties involved and the disposition of the matter as of the date of publication of this annual report: None.

  • (13) Other significant risks: None.

  • Other important matters: None

214

VIII. Special Notes

1. Related information of affiliates

(1) Affiliates' organizational chart

==> picture [760 x 422] intentionally omitted <==

215

(2) Basic information of each affiliates:

Name of Company Incorporating
date
Address Paid-in
Capital
Major operations or production items
LOTES
INVESTMENTS
LIMITED
2003/9/5 Offshore Chambers, P.O. Box217, Apia,
Samoa
721,064 Engaged in holding and reinvestment
activities
Good Hope
Investments Limited
2003/3/21 Offshore Chambers, P.O. Box217, Apia,
Samoa
11,107 Engaged in holding and reinvestment
activities
Guan Si
Development Co,
Ltd.
2003/11/18 Offshore Chambers, P.O. Box217, Apia,
Samoa
554,055 Engaged in holding and reinvestment
activities
Zha Xi Investments
Ltd.
2005/12/22 P.O.BOX850, Offshore Incorporation
Centre, The Valley, Anguilla, British West
Indies
13,840 Engaged in holding and reinvestment
activities
Jiayu Investment
Co., Ltd.
2008/7/4 4F., No. 15, Wuxun St., Anle Dist., Keelung
City
690,000 Engaged in holding and reinvestment
activities
LOTES USA,INC. 2012/4/1 888SW Fifty Avenus, Suite 800,Portland,
OR 97204 U.S.A
69,200 Market development
LOTES EU,GmbH 2018/2/27 Hessenring 119-121, 61348 Bad Homburg 3,132 Market development
LOTES VIETNAM
COMPANY
LIMITED
2021/4/23 Ngo Gia Kham street, Phuc Khanh
Industrial Park, Phu Khanh Ward, Thai
Binh cit, Thai Binh province, Viet Nam
497,825 Manufacturing of connectors for the
information industry, communications
industry and consumer electronics
industry
LOTES
INVESTMENT Ltd.
2007/10/15 Unit 1405-1406, Dominion Centre, 43-59
Queen's Road East, Wanchai, H.K
721,064 Engaged in holding and reinvestment
activities
Lotes Guangzhou
Co., Ltd.
1993/1/28 No. 526, Jinling North Road, Bantu
Management Zone, Nansha Economic and
Technological Development Zone,
Guangzhou
739,056
Manufacturing of connectors for the
information industry, communications
industry and consumer electronics
industry
Lotes Hengnan Co.,
Ltd.
2010/5/17 Yunji Avenue, New County Industrial Park,
Henan County, Hengyang City, Hunan
Province
962,883
Manufacturing and selling of
connectors for the information
industry, communications industry and
consumer electronics industry
Shenzhen Deyi
Automation
Technology Co.,
Ltd.
2014/5/13 No. 522, Block C, Section D, Industrial
Plant, Area 71, South Side of East Second
Road, Xin'an Street, Bao'an District,
Shenzhen City
108,678 Production of industrial robots,
automation equipment and their
components.
Lotes Zhongshan
Co., Ltd.
2016/05/12 No.12, Jinhui Road, Triangle Town,
Zhongshan City
1,869,25
3
R&D, production and management of
electronic components and assemblies,
calculator parts, molds, industrial
robots, intelligent floor sweeping
robots and components, intelligent
industrial cameras; engaged in
electronic, communication and
automatic control technology R&D
Xin Cheng Ltd. 2003/10/16 Offshore Chambers, P.O. Box217, Apia,
Samoa
2,768 Selling of connectors for the
information industry, communications
industry and consumer electronics
industry
Rui Jia Trading Co. 2007/11/13 Unit 1405-1406, Dominion Centre, 43-59
Queen's Road East, Wanchai, H.K
2,803 Selling of connectors for the
information industry, communications
industry and consumer electronics
industry
Jae You Co., Ltd. 2007/10/29 Unit 1405-1406, Dominion Centre, 43-59
Queen's Road East, Wanchai, H.K
554,064 Engaged in holding and reinvestment
activities
Lotes Suzhou Co.,
Ltd.
2003/7/10 No.26, Caohu Avenue, Xiangcheng
Economic Development Zone, Suzhou,
Jiangsu Province
553,302 Manufacturing of connectors for the
information industry, communications
industry and consumer electronics
industry
Wangden
Investments Co.,
Ltd.(HK)
2007/10/12 Unit 1405-1406, Dominion Centre, 43-59
Queen's Road East, Wanchai, H.K
13,840 Engaged in holding and reinvestment
activities
Tsongkha
Technology (Shen
Zhen) Co., Ltd.
2006/5/15 No. 528, Block C, Section D, Industrial
Plant, Area 71, South Side of East Second
Road, Xinan Street Office, Baoan District,
Shenzhen City
13,840 Engaged in R&D of electronic
products, plastic raw materials and
their products, import and export
business
Ememe Robot Co.,
Ltd.
2010/6/22 13F.-1, No. 716, Zhongzheng Rd., Zhonghe
Dist., New Taipei City
69,600 Engaged in the manufacturing of
electrical and audio-visual electronic
products
Lintes Technology
Co., Ltd.
2011/8/22 2F.-1, No. 268, Liancheng Rd., Zhonghe
Dist., New Taipei City
486,926 Engaged in the manufacturing of
electronic components, other electrical
and electronic mechanical equipment
Jilong Co., Ltd. 2011/6/16 Offshore Chambers,P.O.Box
217 ,Apia ,Samoa
137,016 Engaged in holding and reinvestment
activities
Sunmax Technology
Co., Ltd.
2011/11/8 Offshore Chambers,P.O.Box
217 ,Apia ,Samoa
137,016 Engaged in holding and reinvestment
activities
Lintes Technology
(Suzhou) Co., Ltd.
2012/3/14 No.26, Caohu Avenue, Xiangcheng
Economic Development Zone, Suzhou
137,016 Development and production of
optical communication measuring
instruments and optical transceivers
with speeds of 10GB/S and above and

216

technical services for the above
products
Guangzhou Leside
Technology Co.,
Ltd.
2015/2/27 Room 603, No.5, Shuang Shan Avenue,
Nansha District, Guangzhou
20,431 Research and experimental
development
Chongqing Fuxinrui
Techmology Co.,
Ltd.
2018/12/27 No. 6, Yingchun Road, Nanan District,
Chongqing City
6,955 Development and sale of electronic
components, automotive parts and
components, calculators and
components, mold development and
import and export of goods and
technologies
Hengnan Deyi
Property
Development Co.,
Ltd.
2018/5/18 No. 120, Yunji Avenue, Yunji Town,
Henan County, Hengyang City, Hunan
Province
99,983 Property development, home rental,
landscaping and interior decoration
Compertum
Microsystems Inc.
2019/11/5 13F.-1, No. 716, Zhongzheng Rd., Zhonghe
Dist., New Taipei City
84,250 Engaged in the manufacturing of
electronic components
Zhongshan Dezhi
Artificial Co., Ltd.
2016/3/24 1F., No.8, Ruifeng Road, Triangle Town,
Zhongshan
130,944 Surface treatment for all kinds of
hardware and plastic products
Zhongshan Jinmeida
Metal Surface
Treatment Co.
2002/7/11 1, No. 2, Ruifeng Road, Zhongshan City,
Guangdong Province
29,473 Surface treatment for all kinds of
hardware and plastic products
Lerain Technology
Co., Ltd.
2020/1/2 13F-1, No.716, Zhongzheng Rd., Zhonghe
Dist., New Taipei City
288,529 Chip design, testing and sales
Genie Precision
Machining Co., Ltd.
1986/10/3 No.4 Alley 704, Heping Rd., Bade Dist.,
Taoyuan City, Taiwan R.O.C.
244,500 Engagement in optical mold
manufacturing and trading
Good News Medical
Co., Ltd.
2020/4/22 4F No.15 Wuhsun St., Anle Dist., Keelung
City
5,000 Manufacture and sale of machinery
and equipment, electronic parts and
components, and optical instruments
Micropoint Co., Ltd. 2020/12/21 9F No. 87-5, Kuangming 6th Rd., Zhubei
City, Hsinchu County
25,000 Manufacture and sale of machinery
and equipment, electronic parts and
components, and optical instruments

(3) Same shareholder information as those presumed to have a controlling and subordinate

relationship: None.

(4) Information on Directors, Supervisors and Presidents of affiliates

Unit: shares

Nature Name of Company Title Name or representative Shareholding Shareholding
Shares Shareholding %
Controlling Lotes Co., Ltd. Chairperson Jiaming Investment Ltd. Legal
Representative: Chu, Te-Hsiang
9,797,037 9.23%
Director Jiaming Investment Ltd. Legal
Representative: Ho, Te-Yu
9,797,037
9.23%
Director Hsieh, Chia-Ying 0 0
Director Chu, Chien-Chung 0 0
Director Wang, Jen-Chun 0 0
Director Chiang, I-Cheng 0 0
Director Wu, Chang-Hsiu 0 0
President Ho, Te-Yu 454,108 0.43
Subsidiary LOTES
INVESTMENTS
LIMITED
Director Lotes Co., Ltd. Legal
Representative: Chu, Te-Hsiang, Ho,
Te-Yu
26,050,000 100
Good Hope
Investments Limited

Director
Lotes Co., Ltd. Legal
Representative: Chu, Te-Hsiang, Ho,
Te-Yu
401,281 100
Guan Si Development
Co, Ltd.
Director Lotes Co., Ltd. Legal
Representative:Hsu, Li-Ping
20,016,426 100
Zha Xi Investments
Ltd.
Director Lotes Co., Ltd.Legal Representative:
Huang, Li-Yueh
500,000 100
Jiayu Investment Co.,
Ltd.
Chairperson Lotes Co., Ltd.Legal Representative:
Chu, Te-Hsiang
69,000,000 100
Director Lotes Co., Ltd.Legal Representative:
Ho, Te-Yu
69,000,000 100
Director Lotes Co., Ltd.Legal Representative:
Ho, Kun-Shan
69,000,000 100
Supervisor Lotes Co., Ltd.Legal Representative:
Ho, Jian-Sheng
69,000,000 100
LOTES
INVESTMENT Ltd.
Director LOTES INVESTMENTS
LIMITEDLegal Representative:
26,050,000 100

217

Chu-Chen, Yi-Hui
Lotes Guangzhou Co.,
Ltd.
Chairperson LOTES INVESTMENT Ltd.Legal
Representative: Ho, Te-Yu
26,700,000 100
Director
(Vice
Chairperson)
LOTES INVESTMENT Ltd.Legal
Representative: Chu, Te-Hsiang
26,700,000 100
Director LOTES INVESTMENT Ltd.Legal
Representative: Chu-Chen, Yi-Hui
26,700,000 100
Supervisor LOTES INVESTMENT Ltd.Legal
Representative: Ho, Kun-Shan
26,700,000 100
Xin Cheng Ltd. Director Good Hope Investments Ltd. Legal
Representative: Ho, Mei-Yu
100,000 100
Rui Jia Trading Co. Director Good Hope Investments Ltd. Legal
Representative: Bao, Yu-Yi
101,281 100
Jae You Co., Ltd. Director Guan Si Development Co, Ltd.Legal
Representative: Ho, Jian-Sheng
20,016,756 100
Lotes Suzhou Co., Ltd. Chairperson Jae You Co., Ltd.Legal
Representative: Chu, Te-Hsiang
19,989,221 100
Director
(Vice
Chairperson)
Jae You Co., Ltd.Legal
Representative: Ho, Te-Yu
19,989,221 100
Director Jae You Co., Ltd.Legal
Representative: Kung, Yung-Sheng
19,989,221 100
Supervisor Jae You Co., Ltd.Legal
Representative: Chen, Ya-Yuan
19,989,221 100
Wangden Investments
Co., Ltd.
Director Zha Xi Investments Ltd.Legal
Representative: Lin, Yi-Jun
500,000 100
Tsongkha Technology
(Shen Zhen) Co., Ltd.

Director
Wangden Investments Co.,
Ltd.Legal Representative: Wang,
Ying-Ping, Ho, Te-Yu, Lin, Ko-Lun
500,000 100
Lotes Hengnan Co.,
Ltd.
Director Lotes Guangzhou Co., Ltd.Legal
Representative: Ho, Te-Yu, Chen,
Zhi-Yu, Lin, Ko-Lun
221,500,000 100
Lotes Hengnan Co.,
Ltd.
Supervisor Lotes Guangzhou Co., Ltd.Legal
Representative: Lu, Chih-Cheng
221,500,000 100
Shenzhen Deyi
Automation
Technology Co., Ltd.
Director Lotes Guangzhou Co., Ltd.Legal
Representative: Wang, Ying-Ping
25,000,000 100
Shenzhen Deyi
Automation
Technology Co., Ltd.
Supervisor Lotes Guangzhou Co., Ltd.Legal
Representative: Wang, Hsi-Hung
25,000,000 100
Ememe Robot Co.,
Ltd.
Chairperson Jiayu Investment Co., Ltd.Legal
Representative: Chu, Te-Hsiang
6,960,000 94.37
Director Jiayu Investment Co., Ltd.Legal
Representative: Tsai, Hui-Wen
6,960,000 94.37
Director Jiayu Investment Co., Ltd.Legal
Representative: Liu, Hsing-Hsia
6,960,000 94.37
Supervisor Hsu, Feng-Yu 0 0
Lintes Technology Co.,
Ltd.
Chairperson Jiayu Investment Co., Ltd.Legal
Representative: Chu, Te-Hsiang
31,081,140 51.37
Director Jiayu Investment Co., Ltd.Legal
Representative: Ho, Te-Yu
31,081,140 51.37
Director Jiayu Investment Co., Ltd.Legal
Representative: Lo, Wei-Ren
31,081,140 51.37
Director Lai, Wei-Ru 0 -
Director Ye, Jing-Zhong 0 -
Director Ling, Ge 0 -
Director Yang, Zhi-Qing 0 -
LOTES USA, INC Director Lotes Co., Ltd.Legal Representative:
Wang, Ying-Lin
2,500,000 100
Director Lotes Co., Ltd.Legal Representative:
Huang, Rui-Jin
2,500,000 100
Director Lotes Co., Ltd.Legal Representative:
Lin, Yi-Jun
2,500,000 100
LOTES EU,GmbH Chairperson Lotes Co., Ltd.Legal Representative:
Chu, Te-Hsiang
100,000 100
Director Lotes Co., Ltd.Legal Representative:
Tsai, Ming-Jui
100,000 100
Director Lotes Co., Ltd.Legal Representative:
HSIEH, JIA-XIN
100,000 100
Jilong Co., Ltd. Director Lintes Technology Legal
Representative: Chen, Ya-Yuan
4,950,000 100
Sunmax Technology
Co., Ltd.
Director Jilong Co., Ltd.Legal
Representative: LIAO, HUI-YING
4,950,000 100
Lintes Technology
(Suzhou) Co., Ltd.
Chairperson Sunmax Technology Co., Ltd.Legal
Representative: Ho, Te-Yu
4,950,000 100
Director and
President
Sunmax Technology Co., Ltd.Legal
Representative: Lo, Wei-Ren
4,950,000 100
Director Sunmax Technology Co., Ltd.Legal
Representative: Chu, Te-Hsiang
4,950,000 100

218

Supervisor Sunmax Technology Co., Ltd.Legal
Representative: Bao, Yu-Yi
4,950,000 100
Lotes Zhongshan Co.,
Ltd.
Chairperson Legal Representative: Ho, Te-Yu 11,500,000 100
Director Legal Representative: Chu-Chen,
Yi-Hui
430,000,000 100
Director Legal Representative: Ho, Hung-YU 430,000,000 100
Supervisor Legal Representative: Lin, Ya-Chi 430,000,000 100
Guangzhou Leside
Technology Co., Ltd.
Chairperson Lotes Guangzhou Co., Ltd.Legal
Representative: Wang, Ying-Ju
4,700,000 100
Supervisor Lotes Guangzhou Co., Ltd.Legal
Representative: Deng, Li-Ming
4,700,000 100
Chongqing Fuxinrui
Techmology Co., Ltd.
Chairperson Guangzhou Leside Technology Co.,
Ltd.Legal Representative: He,
Yong-Hong
816,000 51
Director Guangzhou Leside Technology Co.,
Ltd.Legal Representative: Deng,
Li-Ming
816,000 51
Supervisor Guangzhou Leside Technology Co.,
Ltd.Legal Representative: WANG,
HSUEH-LIANG
816,000 51
Hengnan Deyi
Property Development
Co., Ltd.
Chairperson Lotes Guangzhou Co., Ltd.Legal
Representative: Ho, Te-Yu
23,000,000 100
Supervisor Lotes Guangzhou Co., Ltd.Legal
Representative: Lu, Chih-Cheng
23,000,000 100
Compertum
Microsystems Inc.
Chairperson Jiayu Investment Co., Ltd.Legal
Representative: Chu, Te-Hsiang
2,632,800
Director Ho, Te-Yu 600,000
Director Lo, Wei-Ren 600,000
Director LIU, JIEN-CHAN 705,000
Director Man Francis Piu 705,000
Supervisor Hsu, Feng-Yu 0
Zhongshan Dezhi
Artificial Co., Ltd.
Director Lotes Guangzhou Co., Ltd.Legal
Representative: Wang, Ying-Ping
6,100,000 100
Zhongshan Jinmeida
Metal Surface
Treatment Co.
Director Lotes Guangzhou Co., Ltd.Legal
Representative: Wang, Ying-Ping
22,300,000 100
Lerain
Technology
Co., Ltd.
Director Lotes Co., Ltd.Legal Representative:
Chu, Te-Hsiang
4,732,059 16.40
Director Kao, Miao-Bin 4,607,941 15.97
HO, CHU-YEN 2,237,692 7.75
Chu, Pei-Hsuan 1,683,128 5.83
Director Hsu, Feng-Yu 5,000 0.01
Supervisor Chen, Ya-Yuan 402,000 1.39
Karlum
Investment
Co., Ltd.
Director Lintes Technology Co., Ltd.Legal
Representative: Chu, Te-Hsiang
0
Director Lintes Technology Co., Ltd.Legal
Representative: Lo, Wei-Ren
0
Genie
Precision
Machining Co., Ltd.
Chairperson Lintes Technology Co., Ltd.Legal
Representative: Lo, Wei-Ren
14,671,000 60%
Vice
Chairperson
Lintes Technology Co., Ltd.Legal
Representative: Chu, Te-Hsiang
14,671,000 60%
Director Lintes Technology Co., Ltd.Legal
Representative: Wang, Tzu-Wei
14,671,000 60%
Supervisor Chu, Tzu-Chi 201,571 0.8%
Good News Medical
Co., Ltd.
Chairperson Chu, Te-Hsiang 0
Supervisor Ho, Te-Yu 0
Micropoint Co., Ltd. Chairperson Lotes Co., Ltd.Legal Representative:
Chu, Te-Hsiang
2,500,000
Director Lotes Co., Ltd.Legal Representative:
Ho, Te-Yu
2,500,000
Director Lotes Co., Ltd.Legal Representative:
Chen, Ya-Yuan
2,500,000
Supervisor Lotes Co., Ltd.Legal Representative:
Hsu, Feng-Yu
2,500,000
LOTES VIET NAM
COMPANY LIMITED
Chairperson Lotes Co., Ltd.Legal Representative:
Kung, Yung-Sheng
17,985,000 100

(4) Operating overview of affiliates

Unit: 1,000 TWD

Name of Company **Capital ** Total
Assets
Liabilities **Net Worth ** Operating
Revenue
Operating
(Loss) Gain
After tax (Loss)
Gain
EPS
1 Lotes Guangzhou Co.,Ltd. 739,056 9,854,107 3,340,645 6,513,462
10,822,246
1,299,604
1,393,504

52.19
2 Lotes Suzhou Co.,Ltd. 553,302
2,874,381

218,298
2,656,082
1,754,957
382,775 435,193 21.77
3 GoodHopeInvestmentsLimited 11,107 1,575,778 0 1,575,778 0 0 82,839 206.44
4 LOTESINVESTMENT Ltd. 721,064
6,513,504

0
6,513,504
0
0 1,393,504
53.49

219

5 XinChengLtd. 2,768 408,585 407,286 1,300 1,441,091
(56)
(278) (2.78)
6 GuanSi Development Co,Ltd. 554,055 2,656,133 0 2,656,133 0 0 435,193 21.74
7 ZhaXi InvestmentsLtd. 13,840 159,758 0 159,758 0 0 38,981
77.96
8 Tsongkha Technology (Shen Zhen)
Co.,Ltd.
13,840 639,049 479,291
159,758
1,095,907 47,588 38,981
77.96
9 LOTESINVESTMENT Ltd. 721,064
6,741,273
0 6,741,273 0 0 1,393,504
53.49
10 Wangden Investments Co.,Ltd. 13,840 159,758 0 159,758 0 0 38,981
77.96
11 JaeYou Co.,Ltd. 554,064
2,684,343
0 2,684,343 0 0 435,193 21.74
12 RuiJiaTrading Co. 2,803 4,178,011
3,459,450
718,561
13,630,229
63,338 83,117 820.65
13 JiayuInvestment Co.,Ltd. 690,000 1,113,863 1,222
1,112,641

116,198
116,138 70,861
1.03
14 EmemeRobot Co.,Ltd. 73,750 2,200 10,781
(8,581)
0 (401) (341) (0.05)
15 LotesHengnanCo.,Ltd. 962,883 1,661,058 372,654
1,288,404

1,727,712

76,998
73,689 0.33
16 LintesTechnology Co.,Ltd. 570,000 2,550,786 857,124
1,693,662

2,112,950
202,328 174,032
3.05
17 Jilong Co.,Ltd. 137,016 261,176 0 261,176 0 (11,583) 30,332
6.13
18 Sunmax Technology Co.,Ltd. 137,016 307,542
46,367
261,176 0 (11,583) 30,332
6.13
19 Lintes Technology (Suzhou) Co.,
Ltd.
137,016 851,413 543,871
307,543
1,912,232
51,392

41,914

8.47
20 LOTES USA Inc. 69,200 77,521
2,251

75,270
0 (36,411) (3,360) (1.34)
21 Shenzhen Deyi Automation
Technology Co.,Ltd.
108,678 480,253 345,982
134,271

925,845
32,902
23,623
0.94
22 LotesZhongshanCo.,Ltd. 1,869,253 3,798,471
1,642,939
2,155,532
2,831,317
323,351
237,472

0.55

220

(6) Consolidated financial statements of affiliates: Declaration

For the fiscal year 2021 (January 1, 2021 through December 31, 2021), the companies that should be included in the preparation of the consolidated financial statements of affiliated enterprises in accordance with the "Criteria Governing Preparation of Affiliation Reports, Consolidated Business Reports and Consolidated Financial Statements of Affiliated Enterprises" are the same companies that should be included in the preparation of the consolidated financial statements of their parent and subsidiaries in accordance with IAS 10 approved by the Financial Supervisory Commission, and the information that should be disclosed in the consolidated financial statements of affiliated enterprises has been disclosed in the consolidated financial statements of the parent and subsidiaries previously disclosed, the Company hereby does not prepare separate consolidated financial statements of affiliated enterprises.

Company Name: Lotes Co., Ltd.

Chairperson: Chu, Te-Hsiang Date: March 21, 2022

(7) Affiliates Report: None.

2. Private placements of marketable securities as of the date of publication of the most recent year and as of the date of the annual report: None.

3. Shareholdings or dispositions of the Company's shares by subsidiaries for the most recent year and as of the date of the annual report: None.

4. Other necessary additions: None.

  1. For the most recent year and as of the date of the annual report, if any event occurred that had a significant impact on shareholders' equity or the price of securities as defined in Clause 2, Paragraph 3, Article 36, of the Securities and Exchange Act: None

221

Lotes Co., Ltd.

Chairperson: Chu, Te-Hsiang

President: Ho, Te-Yu

222